SecProbe.io

December 11, 2025
Tim Foote
Chief Financial Officer
BlackBerry Limited
2200 University Ave East
Waterloo, ON, Canada
N2K 0A7
Re:BlackBerry Limited
Form 10-K for the fiscal year ended February 28, 2025
File No. 001-38232
Dear Tim Foote:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Phil Kurtz

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September 16, 2025

BY ELECTRONIC SUBMISSION

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Attention:  Chen Chen and Christine Dietz

Subject:    BlackBerry Ltd.

           Form 10-K for the Fiscal Year Ended February 28, 2025

           File No. 001-38232

Dear Ms. Chen and Ms. Dietz:

This letter is in response to the comment letter, dated September 5, 2025, from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission to Mr. Tim Foote, Chief Financial Officer of BlackBerry Limited (“BlackBerry”, or the “Company”). References to “BlackBerry” or the “Company” also include, where applicable, any subsidiaries of BlackBerry.

COMMENT:

Form 10-K for the fiscal year ended February 28, 2025

Consolidated Financial Statements

Management's Discussion and Analysis of Financial Condition and Results of Operations

Fiscal 2025 Summary Results of Operations, page 30

1.We note the operating segment information for the two-year period ended February 28, 2025 provided on page 32. Please provide us with a reconciliation between the segment totals for research and development (R&D), sales and marketing (S&M) and general and administrative (G&A) to the respective line items presented on your consolidated statements of operations for each period presented. In your response, please specify the nature and amount of each reconciling item, and separately present adjustments for amortization, stock compensation expense, and restructuring expense. In addition, if applicable, please quantify the amortization expense included in the R&D, S&M and G&A line items in your consolidated statements of operations.

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RESPONSE:

The Company hereby presents the following reconciliation between segment totals for research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) to the respective lines on the consolidated statements of operations, as well Cost of Sales (“COS”), from which amortization is also excluded in the non-GAAP measure of Segment EBITDA:

For the Year Ended February 28, 2025

(in millions)

 Segment Totals  Stock-based compensation1

  Restructuring expenses2

  Amortization3

  Corporate expenses4

  Consolidated U.S. GAAP

Total Segment COS $ 137.6    $ 2.4    $ —    $ —    $ —    $ 140.0

Total Segment R&D 104.1    5.3    —    (1.0)   0.4    108.8

Total Segment S&M 93.0    2.8    —    (0.2)   (0.1)   95.5

Total Segment G&A 87.5    10.1    26.1    (6.7)   42.7    159.7

Total $ 422.2    $ 20.6    $ 26.1    $ (7.9)   $ 43.0    $ 504.0

For the Year Ended February 29, 2024

(in millions)

 Segment Totals  Stock-based compensation1

  Restructuring expenses2

  Amortization3

  Corporate expenses4

  Consolidated U.S. GAAP

Total Segment COS $ 265.4    $ 3.0    $ —    $ —    $ —    $ 268.4

Total Segment R&D 120.6    7.3    —    (1.2)   0.4    127.1

Total Segment S&M 101.6    2.5    —    (0.1)   —    104.0

Total Segment G&A 113.5    16.0    35.9    (11.1)   32.9    187.2

Total $ 601.1    $ 28.8    $ 35.9    $ (12.4)   $ 33.3    $ 686.7

1.Stock-based compensation is a non-cash expense and is not included in the CODM’s measure of segment EBITDA when evaluating performance and allocating resources to the segment. For the year ended February 28, 2025 and February 29, 2024, total stock-based compensation per the above table were $20.6M and $28.8M, respectively, which agrees to the Adjusted EBITDA reconciliation provided on page 42 of Form 10-K.

2.Restructuring expenses is not included in the CODM’s measure of segment EBITDA when evaluating performance and allocating resources to the segment.  Restructuring expenses relate to employee termination benefits, facilities, streamlining many of the Company’s centralized corporate functions into Secure Communications and QNX specific teams, and other costs pursuant to programs to reduce the Company’s annual expenses amongst R&D, infrastructure and other functions. These expenses do not reflect expected future operating expenses, are not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.  For the year ended February 28, 2025 and February 29, 2024, total restructuring expenses per the above table were $26.1M and $35.9M, respectively, which agrees to the Adjusted EBITDA reconciliation provided on page 42 of Form 10-K.

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3.For the year ended February 28, 2025 and February 29, 2024, Segment COS included amortization of $6.6M and $4.6M, respectively, for total Segment amortization of $14.5M and $17.0M, respectively, which agrees to the "Less amortization included in the above" provided on page 32 of Form 10-K.  Segment COS amortization is not included in the above reconciliation table, as only amortization included in operating expense is shown as a separate line item in the consolidated statements of operations. Amortization included in COS for the years ended February 28, 2025 and February 29, 2024 is disclosed on page 51 (the difference of $0.1M for the years ended February 28, 2025 and February 29, 2024 is due to rounding).

4.Corporate expenses are not included in the CODM’s measure of segment EBITDA and for the year ended February 28, 2025 and February 29, 2024, total Corporate expense per the above table were $43.0M and $33.3M, respectively, which agrees to the Segment EBITDA reconciliation provided on page 34 of Form 10-K.

The Company’s R&D, S&M and G&A line items in its consolidated statements of operations do not include any amortization expense.

*          *          *

In connection with this response letter, BlackBerry acknowledges that BlackBerry and its management is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

We trust that the foregoing adequately responds to the comments of the Staff.  Please contact me at (519) 888-7465 with any questions concerning this letter.

Yours truly,

BLACKBERRY LIMITED

/s/ Tim Foote

Tim Foote

Chief Financial Officer

cc:    Phil Kurtz, Chief Legal Officer & Corporate Secretary

     Scott Lesmes, Morrison & Foerster LLP

     Jen Psutka, PricewaterhouseCoopers LLP

     Carolyn Anthony, PricewaterhouseCoopers LLP

     Members of the Audit Committee of the Company’s Board of Directors:

                                Lisa Disbrow, Wayne Wouters, Lori O’Neill

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September 5, 2025
Tim Foote
Chief Financial Officer
BlackBerry Limited
2200 University Ave East
Waterloo, ON, Canada
N2K 0A7
Re:BlackBerry Limited
Form 10-K for the fiscal year ended February 28, 2025
File No. 001-38232
Dear Tim Foote:
            We have reviewed your July 30, 2025 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our July 25,
2025 letter.
Form 10-K for the fiscal year ended February 28, 2025
Management's Discussion and Analysis of Financial Condition and Results of Operations
Fiscal 2025 Summary Results of Operations, page 30
1.We note the operating segment information for the two-year period ended February
28, 2025 provided on page 32. Please provide us with a reconciliation between the
segment totals for research and development (R&D), sales and marketing (S&M) and
general and administrative (G&A) to the respective line items presented on your
consolidated statements of operations for each period presented. In your response,
please specify the nature and amount of each reconciling item, and separately present
adjustments for amortization, stock compensation expense, and restructuring expense.
In addition, if applicable, please quantify the amortization expense included in the
R&D, S&M and G&A line items in your consolidated statements of operations.

September 5, 2025
Page 2
Consolidated Financial Statements
Note 13. Revenue and Segment Disclosures, page 108
2.We continue to consider your response to prior comment 1 and may have further
comment.
            Please contact Chen Chen at 202-551-7351 or Christine Dietz at 202-551-3408 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Phil Kurtz

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July 30, 2025

BY ELECTRONIC SUBMISSION

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Attention:  Chen Chen and Christine Dietz

Subject:    BlackBerry Ltd.

           Form 10-K for the Fiscal Year Ended February 28, 2025

           File No. 001-38232

Dear Ms. Chen and Ms. Dietz:

This letter is in response to the comment letter, dated July 25, 2025, from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission to Mr. Tim Foote, Chief Financial Officer of BlackBerry Limited (“BlackBerry”, or the “Company”). References to “BlackBerry” or the “Company” also include, where applicable, any subsidiaries of BlackBerry.

COMMENT:

Form 10-K for the fiscal year ended February 28, 2025

Consolidated Financial Statements

Note 13. Revenue and Segment Disclosures, page 108

1. We note you disclose segment gross margin, which is on an adjusted basis, as the measure of segment profit or loss in your segment footnote; however, we also note your disclosure on page 31 that the CODM uses segment adjusted EBITDA as an additional measure of segment profit or loss. Given the CODM uses more than one measure of segment profit or loss, please explain in detail how management concluded that segment gross margin is the measure determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amounts in your consolidated financial statements. Refer to ASC 280-10-50-28A.

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RESPONSE:

As noted by the Staff and presented within Part II, Item 7 Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operation of the Company’s Form 10-K for the fiscal year ended February 28, 2025, the Chief Operating Decision Maker for BlackBerry assesses performance of the Company’s reportable operating segments through two metrics: segment gross margin, and segment adjusted EBITDA.

In determining the disclosures required within the Notes to the Consolidated Financial Statements of Part I, Item 8 Financial Statements and Supplementary Data of the same Form 10-K, the Company considered ASC 280-10-50-28A, which states “If the chief operating decision maker uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding to allocate resources, a public entity may report one or more of those additional measures of segment profit.”  In consideration of this guidance, the Company focused on the reference to “may report” additional measures of segment profit, and understands that it is permitted, but not required, to disclose more than one measure of segment profit under ASC 280-10-50-28A. The Company also respectfully considered the Staff's view, expressed at the 2023 and 2024 AICPA & CIMA Conference on Current SEC and PCAOB Developments, that additional measures of segment profit or loss would be considered non-GAAP financial measures if the measures are not calculated in accordance with GAAP because ASC 280 does not require or expressly permit the additional described measures.   As such, the Company decided to report only one of the segment measures utilized by the CODM.

Furthermore, in determining which measure of segment profit the Company discloses, the Company continued to consider ASC 280-10-50-28A, which also states “However, at least one of the reported segment profit or loss measures (or the single reported measure, if only one is disclosed) shall be that which management believes is determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amounts in a public entity’s consolidated financial statements.” The Company’s consolidated financial statements are prepared using the measurement principles within United States Generally Accepted Accounting Principles (“US GAAP”).

The Company’s segment gross margin is calculated based on segment revenue and segment cost of sales, each measured under US GAAP, except for the single adjustment to cost of sales for stock compensation expense, as disclosed in the company’s table reconciling segment gross margin to income (loss) from continuing operations before income taxes within Note 13 to the Consolidated Financial Statements.  The Company notes the adjustment was a non-material amount of $2.4 million for the year ended February 28, 2025 (year ended February 29, 2024 - $3.0M, year ended February 28, 2023 - $3.0M).

The Company’s segment adjusted EBITDA is calculated using segment gross margin (as described above) as well as adjusted research and development expenses, sales and marketing expenses, and general and administrative expenses, all adjusted to exclude amortization and stock compensation expense, as well as additional adjustments required to reconcile to the closest US GAAP metric, as described and reconciled in Part II, Item 7 Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operation.

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The Company recognizes that neither segment gross margin nor segment adjusted EBITDA are measures calculated in accordance with US GAAP. However, in comparing the two measures, the Company noted that segment gross margin contains a single non-material adjustment to US GAAP, while segment adjusted EBITDA includes numerous adjustments to US GAAP. As such, the Company determined segment gross margin to be “most consistent with” the measurement principles of US GAAP, utilized in the consolidated financial statements.

*          *          *

In connection with this response letter, BlackBerry acknowledges that BlackBerry and its management is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

We trust that the foregoing adequately responds to the comments of the Staff.  Please contact me at (519) 888-7465 with any questions concerning this letter.

Yours truly,

BLACKBERRY LIMITED

/s/ Tim Foote

Tim Foote

Chief Financial Officer

cc:    Phil Kurtz, Chief Legal Officer & Corporate Secretary

     Scott Lesmes, Morrison & Foerster LLP

     Jen Psutka, PricewaterhouseCoopers LLP

     Carolyn Anthony, PricewaterhouseCoopers LLP

     Members of the Audit Committee of the Company’s Board of Directors:

                                Lisa Disbrow, Wayne Wouters, Lori O’Neill

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July 25, 2025
Tim Foote
Chief Financial Officer
BlackBerry Limited
2200 University Ave East
Waterloo, ON, Canada
N2K 0A7
Re:BlackBerry Limited
Form 10-K for the fiscal year ended February 28, 2025
File No. 001-38232
Dear Tim Foote:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended February 28, 2025
Consolidated Financial Statements
Note 13. Revenue and Segment Disclosures, page 108
1.We note you disclose segment gross margin, which is on an adjusted basis, as the
measure of segment profit or loss in your segment footnote; however, we also note
your disclosure on page 31 that the CODM uses segment adjusted EBITDA as
an additional measure of segment profit or loss. Given the CODM uses more than one
measure of segment profit or loss, please explain in detail how management
concluded that segment gross margin is the measure determined in accordance with
the measurement principles most consistent with those used in measuring the
corresponding amounts in your consolidated financial statements. Refer to ASC 280-
10-50-28A.

July 25, 2025
Page 2
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Chen Chen at 202-551-7351 or Christine Dietz at 202-551-3408 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
February 25, 2021
Steve Rai
Chief Financial Officer
Blackberry Limited
2200 University Ave East
Waterloo, ON N2K 0A7,
Canada
Re:Blackberry Ltd.
Form 10-K for Fiscal Year Ended February 29, 2020
Filed April 7, 2020
Form 10-Q for Quarterly Periods Ended November 30, 2020
Filed December 18, 2020
File No. 001-38232
Dear Mr. Rai:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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February 23, 2021

BY ELECTRONIC SUBMISSION

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Subject:    BlackBerry Ltd.

Form 10-K for the Fiscal Year Ended February 29, 2020

Filed April 7, 2020

Form 10-Q for Quarterly Periods Ended November 30, 2020

Filed December 18, 2020

File No. 001-38232

Dear Sir or Madam:

This letter is in response to the comment letter, dated January 26, 2021, from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission to Mr. Steve Rai, Chief Financial Officer of BlackBerry Limited (“BlackBerry”, or the "Company"). References to “BlackBerry” or the "Company" also include, where applicable, any subsidiaries of BlackBerry.

COMMENT:

Form 10-K for Fiscal Year Ended February 29, 2020

Management Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 32

1. We note your purchase accounting adjustments related to "Software deferred revenue acquired," and "Software deferred commission expense acquired," in many of your adjusted non-GAAP measures, including adjusted revenue, adjusted net income and adjusted EBITDA. Considering your deferred revenue and commission expense were adjusted to fair value at the time of acquisition pursuant to GAAP, these non-GAAP adjustments intended to eliminate the impact of purchase accounting substitute individually tailored recognition and measurement methods for those of GAAP. Please tell us how you

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considered the guidance of Question 100.04 of the Division's Non-GAAP C&DIs and Rule 100(b) of Regulation G when presenting these measures.

Response:

The Company considered numerous factors in determining that disclosing a non-GAAP adjustment for Software deferred revenue acquired and Software deferred commission expense acquired would be useful to investors and provide better comparability to its past, current, and future results.

First, the Company considered (a) the potential for variability in revenue and expenses to be overstated when there has been no change in the underlying economics of its acquired contracts and business, and (b) the potential for variability in its revenue and expenses to be understated despite changes in the underlying economics of acquired contracts and business.  For example, the Company considered a contract that before the acquisition would have resulted in $100 in revenue for the fiscal year, but post-acquisition resulted in $25 in revenue for the fiscal year due to the acquired deferred revenue being measured at fair value, as per the application of Accounting Standards Codification 805-20-30-1. As the nature of much of the Company’s business and its acquired businesses involves the renewal of subscription contracts on a regular basis, if this contract were to then be renewed it would result in $100 in revenue in the renewal year (a 400% increase) despite no change in the Company’s underlying business with the customer. Correspondingly, if the Company were unable to renew the contract and lose the customer, the negative impact to revenue would appear to be only $25 despite having lost a customer and $100 in revenue in the renewal year, associated with the contract’s historical value. The same issue also was identified with regards to the contract assets associated with deferred commissions, which are also measured at fair value upon acquisition (generally $0) and the associated commissions expense does not appear prior to renewal. In the above example, upon renewal of the historical contract there would be an increase in expenses associated with commissions expense where there were none before, despite no change in ongoing business.

Second, the Company considered others within its industry and found that similar adjustments were common in what the Company considers its peer group. As the Company regularly is compared against others within its industry, it felt that providing this adjustment would serve to facilitate that comparison.

Third, the Company considered that based upon its interactions with investors, financial analysts regularly seek information regarding Software deferred revenue acquired and Software deferred commission expense for modelling purposes. The Company found this consistent with comments made by the Investor Advisory Committee of the Financial Accounting Standards Board in its November 12, 2019 meeting where members noted that the requirement to measure deferred revenue at fair value is not useful, reduces

2

comparability between periods, and is usually unwound in their analyses. Rather than provide this information only on request, the Company determined that it should provide it transparently within its public disclosures to facilitate comparability.

With regards to Question 100.04 of the Division's Non-GAAP Compliance and Disclosure Interpretations and Rule 100(b) of Regulation G, for the above reasons the Company did not view this adjustment as misleading. Further, if the Company did not disclose the metrics of disclosing Software deferred revenue acquired and Software deferred commission expense acquired, its results could be less useful to investors since, as noted in the example above, a renewal for software and support services at the same price and term as the original acquired contract would show as an increase in revenue period over period, despite no underlying change in contract economics.

The Company’s externally provided outlook for its fiscal 2021 results as well as market consensus estimates for fiscal 2021 results include the effect of Software deferred revenue acquired and Software deferred commission expense acquired. However, as a result of the declining quantitative impact of these adjustments as they trend to zero due to the time elapsed since its acquisitions, the Company plans to discontinue its usage of the Software deferred revenue acquired and Software deferred commission expense acquired adjustments beginning in its upcoming fiscal year beginning on March 1, 2021 and ending on February 28, 2022.

COMMENT:

Form 10-Q for Quarterly Periods Ended November 30, 2020

Note 3. Fair Value Measurements, Cash, Cash Equivalents and Investments, Goodwill Impairment, Page 15

2. We note you recorded a $594 million goodwill impairment charge related to the BlackBerry Spark reporting unit during the quarter ended May 31, 2020. To provide investors with information to better assess the probability of future goodwill impairment charges, please disclose, if accurate, that the estimated fair values of the reporting units you quantitatively tested for impairment substantially exceeded their carrying values. For any reporting unit whose estimated fair value did not substantially exceed its carrying value, please provide the following additional disclosures:

•The percentage by which fair value exceeded carrying value at the date of the most recent test;

•The amount of goodwill allocated to the reporting unit;

•A description of key assumptions used and how they were determined;

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•A discussion of the degree of uncertainty associated with key assumptions and a sensitivity analysis of the impact of changes in key assumptions; and

•A description of potential events and/or changes in circumstances that could

•reasonably be expected to negatively affect key assumptions.

Please refer to Item 303(a)(3)(ii) of Regulation S-K and Section V of the Commission's Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations, SEC Release No. 34-48960.

Response:

In completing its goodwill impairment test during the quarter ended May 31, 2020, the Company determined that the fair values of its other reporting units substantially exceeded their carrying values, based on these reporting units having ‘cushions’ of greater than 10% and a lack of substantial risk concerning potential future impairment. In its upcoming annual report on Form 10-K, the Company will include a clarification to its disclosures concerning the goodwill impairment charge incurred during fiscal 2021 as follows: “Based on the results of the goodwill impairment test, it was concluded that the carrying value of one reporting unit exceeded its fair value, necessitating an impairment charge for the amount of excess and reducing the carrying value of Goodwill. Consequently, the Company recorded total non-cash goodwill impairment charges of $594 million in the BlackBerry Spark reporting unit (the “Goodwill Impairment Charge”). The estimated fair values of the Company’s other reporting units substantially exceeded their carrying values at May 31, 2021.”

In the event quantitative testing during the Company’s annual goodwill impairment test for its fiscal 2021 indicates a reporting unit’s fair value does not substantially exceed its carrying value, the Company will include the disclosures as per Item 303(a)(3)(ii) of Regulation S-K and SEC Release No. 34-48960 as noted in the Staff’s comment.

*          *          *

In connection with this response letter, BlackBerry acknowledges that BlackBerry and its management are responsible for the accuracy and adequacy of BlackBerry’s disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

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We trust that the foregoing adequately responds to the comments of the Staff.  Please contact me at (519) 888-7465 with any questions concerning this letter.

Yours truly,

BLACKBERRY LIMITED

/s/ Steve Rai

Steve Rai

Chief Financial Officer

cc:    Randall Cook, Chief Legal Officer & Corporate Secretary

Phil Kurtz, Vice President, Deputy General Counsel & Assistant Corporate Secretary

Paul Feetham, PricewaterhouseCoopers LLP

Carolyn Anthony, PricewaterhouseCoopers LLP

Members of the Audit Committee of the Company’s Board of Directors:

                                Barbara Stymiest, Lisa Disbrow, Laurie Smaldone Alsup, Wayne Wouters

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United States securities and exchange commission logo
January 26, 2021
Steve Rai
Chief Financial Officer
Blackberry Limited
2200 University Ave East
Waterloo, ON N2K 0A7,
Canada
Re:Blackberry Ltd.
Form 10-K for Fiscal Year Ended February 29, 2020
Filed April 7, 2020
Form 10-Q for Quarterly Periods Ended November 30, 2020
Filed September 24, 2020
File No. 001-38232
Dear Mr. Rai:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended February 29, 2020
Management Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 32
1.We note your purchase accounting adjustments related to "Software deferred revenue
acquired," and "Software deferred commission expense acquired," in many of
your adjusted non-GAAP measures, including adjusted revenue, adjusted net income and
adjusted EBITDA.  Considering your deferred revenue and commission expense
were adjusted to fair value at the time of acquisition pursuant to GAAP, these non-GAAP
adjustments intended to eliminate the impact of purchase accounting substitute
individually tailored recognition and measurement methods for those of GAAP.  Please
tell us how you considered the guidance of Question 100.04 of the Division's Non-GAAP

 FirstName LastNameSteve  Rai
 Comapany NameBlackberry Limited
 January 26, 2021 Page 2
 FirstName LastName
Steve  Rai
Blackberry Limited
January 26, 2021
Page 2
C&DIs and Rule 100(b) of Regulation G when presenting these measures.
Form 10-Q for Quarterly Periods Ended November 30, 2020
Note 3. Fair Value Measurements, Cash, Cash Equivalents and Investments
Goodwill Impairment, page 15
2.We note you recorded a $594 million goodwill impairment charge related to the
BlackBerry Spark reporting unit during the quarter ended May 31, 2020.  In order to
provide investors with information to better assess the probability of future goodwill
impairment charges, please disclose, if accurate, that the estimated fair values of the
reporting units you quantitatively tested for impairment substantially exceeded their
carrying values. For any reporting unit whose estimated fair value did not substantially
exceed its carrying value, please provide the following additional disclosures:
•The percentage by which fair value exceeded carrying value at the date of the most
recent test;
•The amount of goodwill allocated to the reporting unit;
•A description of key assumptions used and how they were determined;
•A discussion of the degree of uncertainty associated with key assumptions and a
sensitivity analysis of the impact of changes in key assumptions; and
•A description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect key assumptions.
Please refer to Item 303(a)(3)(ii) of Regulation S-K and Section V of the Commission's
Guidance Regarding Management's Discussion and Analysis of Financial Condition and
Results of Operations, SEC Release No. 34-48960.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert S. Littlepage, Accountant Branch Chief, at (202) 551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

June 24, 2016
Via Email
Mr. James Yersh
Chief Financial Officer
BlackBerry Limited
2200 University Avenue East
Waterloo, Ontario
Canada, N2K 0A7

Re: BlackBerry Limited
Form 40-F for the Fiscal Year Ended February 29, 2016
Filed April 1, 2016
File No. 000 -29898

Dear Mr. Yersh :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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June 24, 2016

BY ELECTRONIC SUBMISSION

Larry Spirgel

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Subject:

 BlackBerry Limited

Form 40-F for the Fiscal Year Ended February 29, 2016

Filed April 1, 2016

File No. 000-29898

Dear Mr. Spirgel:

This letter is in response to the comment letter, dated June 2, 2016, from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission to Mr. James Yersh, Chief Financial Officer of BlackBerry Limited (“BlackBerry”, or the "Company"). References to “BlackBerry” or the "Company" also include, where applicable, any subsidiaries of BlackBerry.

COMMENT:

Exhibit 1.2 Audited Consolidated Financial Statements

Note 1. BlackBerry Limited and Summary of Significant Accounting Policies and Critical Accounting Estimates

Revenue Recognition

Software and Services, page 6

1.

 For your outbound patent licensing agreements, it appears that you are recognizing the related revenues upon the signing of such agreements. Please tell us why revenues are not recognized over the terms of the outbound patent licensing agreements.

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Response:

The Company has the following disclosure included in its revenue recognition policy in Note 1 - BlackBerry Limited and Summary of Significant Accounting Policies and Critical Accounting Estimates to the consolidated financial statements for Fiscal 2016 included in its 40-F:

"The Company recognizes revenue as earned when the following four criteria have been met: (i) when persuasive evidence of an arrangement exists, (ii) the product has been delivered to a customer and title has been transferred or the services have been rendered, (iii) the sales price is fixed or determinable, and (iv) collection is reasonably assured. In addition to this general policy, the following paragraphs describe the specific revenue recognition policies for each of the Company’s major categories of revenue."

...

"The Company’s outbound patent licensing agreements provide for license fees that may be a single upfront payment or multiple payments representing all or a majority of the licensing revenue that will be payable to the Company. These agreements grant (i) a limited non-exclusive, non-transferable license to certain of the Company’s patents, (ii) a covenant not to enforce patent rights against the licensee, and (iii) the release of the licensee from certain claims.  Revenue from patent licensing agreements is recorded when the four major criteria of revenue recognition noted above are met.  These criteria are generally fulfilled upon mutual signing of the license agreement."

In determining the period of time over which the revenues for outbound patent licensing agreements ("Agreements") are recognized, the Company considers whether the licenses in the Agreements ("Licenses") are 'perpetual' (without expiry) or 'term' (expiring at some point in the future) in nature and what, if any, obligations the Company has upon the execution of the Agreement which may impact the 'delivery' criterion of revenue recognition. In general and as described in the above disclosure, the Agreements entered into by the Company generally provide the licensee with a non-exclusive, non-transferable License to certain of the Company's patents, with a covenant not to enforce any patent rights against the licensee, and a release from potential past infringement.

For perpetual Licenses the Company considers whether or not it has any future obligations under the Agreement.  If no such future obligations exist, then the Company has met the delivery criterion and revenue is recognized so long as the other three criteria for revenue recognition have also been met.  If the Licenses are perpetual in nature but provide for obligations in the future which must be fulfilled by the Company, then the Company will not meet the delivery criterion until those obligations are met and revenue recognition is deferred until that time. There are no future obligations associated with the Company's existing perpetual Licenses.

For term-based Licenses, the Company recognizes revenue ratably over the Agreement term.

2

In future annual filings, the Company will include a clarification of its policy with respect to Agreements, as follows:

"The Company’s outbound patent licensing agreements provide for license fees that may be a single upfront payment or multiple payments representing all or a majority of the licensing revenue that will be payable to the Company. These agreements may be perpetual or term in nature, and grant (i) a limited non-exclusive, non-transferable license to certain of the Company’s patents, (ii) a covenant not to enforce patent rights against the licensee, and (iii) the release of the licensee from certain claims.  Revenue from patent licensing agreements is recorded when the four major criteria of revenue recognition noted above are met.  For perpetual agreements, these criteria are generally fulfilled upon the beginning of the license period, coinciding with the mutual signing of the license agreement.  For term based agreements, these criteria are generally considered to be fulfilled over the life of the agreement and revenue is recognized ratably."

*          *          *

In connection with this response letter, BlackBerry acknowledges that:

•

 BlackBerry is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filing; and

•

 BlackBerry may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

We trust that the foregoing adequately responds to the comments of the Staff.  Please contact me at (519) 888-7465 with any questions concerning this letter.

Yours truly,

BLACKBERRY LIMITED

/S/ James Yersh

James Yersh, CPA, CA

Chief Financial Officer

cc:    Steven Zipperstein, Esq., Chief Legal Officer and Corporate Secretary

Phil Kurtz, Esq., Deputy General Counsel & Assistant Corporate Secretary

David W. Pollak, Esq., Morgan, Lewis & Bockius LLP

Lisa Portnoy, Ernst & Young LLP

Martin Lundie, Ernst & Young LLP

Members of the Audit Committee of the Company’s Board of Directors:

                                Barbara Stymiest, Timothy Dattels, Laurie Smaldone Alsup, Wayne Wouters

3

June 2 , 2016

Via Email
Mr. James Yersh
Chief Financial  Officer
BlackBerry  Limited
2200 University Ave East
Waterloo, Ontario , Canada
N2K0A7

Re: BlackBerry Limited
Form 40-F for the Fiscal Y ear Ended February 29, 2016
Filed April 1, 2016
File No. 000-29898

Dear Mr. Yersh :

We have reviewed your filing  and have the following comment .  In our comment, we are
asking you to provide us with information so we may better understand your disclosure.

Please respond to th e comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.   If you do not believe o ur
comment appl ies to your facts and circumstances , plea se tell us why in your response.

After reviewing your response to the comment , we may have additional comments.

Exhibit 1.2 . Audited Consolidated Financial Statements

Note 1. BlackBerry Limited  and Summary of Significant Accounting Policies and Critical
Accounting Estimates

Revenue Recognition

Software and Services, page 6

1. For your outbound patent licensing agreements, it appears that you are recognizing the
related revenues upon the signing of such agreements.  Please tell us why revenues are
not recognized over the terms of the outbound patent licensing agreements.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fi ling includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Mr. James Yersh
BlackBerry Limited
June 2, 201 6
Page 2

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Dean Suehiro, Senior Staff Accountant, at (202) 551 -3384  or Robert
Littlepage, Accountant Branch Chief,  at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact  Greg Dundas,
Attorney -Advisor at (202) 551 -3436 or me at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Terry French for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunication s

June 4, 2015

Via E -mail
James Yersh
Chief Executive Officer
Blackberry Limited
2200 University Ave East
Waterloo, Ontario Canada N2K 0A7

Re: Blackberry Limited
 Form 40-F for Fiscal Year Ended February 28, 2015
 Filed March 27, 2015
 File No. 0-29898

Dear Mr. Yersh :

We refer you to our comment letter dated May 1 5, 2015, regarding business contacts with
Sudan and Syria.  We have completed our review of this subject matter.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the company
may not assert staff comments as a defense in any  proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Larry Spirgel
  Assistant Director
 Division of Corporation Finance

  Phil Kurtz
  Deputy GC & Assi stant Corp. Secretary
 Blackberry Limited

CORRESP
1
filename1.htm

		SEC Comment Letter May 2015

June 1, 2015

BY ELECTRONIC SUBMISSION

Cecilia Blye

Chief, Office of Global Security Risk

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Subject:

 BlackBerry Limited

Form 40-F for Fiscal Year Ended February 28, 2015

Filed March 27, 2015

File No. 0-29898

Dear Ms Blye:

This letter is in response to the comment letter, dated May 15, 2015 (the “Letter”), from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) to Mr. James Yersh, Chief Financial Officer of BlackBerry Limited (“BlackBerry”). References to “BlackBerry” also include, where applicable, any subsidiaries of BlackBerry.  BlackBerry’s responses to the Letter set forth below are keyed to the sequential numbering of the comments and the headings used in the Letter.

COMMENT:

1.

 A recent article states that BlackBerry services are included in the service portfolio of MTN Group and that MTN Group derives its revenues from geographic segments including Sudan and Syria.  Sudan and Syria are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls.  Please describe to us the nature and extent of your past, current, and anticipated contacts with Sudan and Syria, if any, whether through subsidiaries, affiliates, distributors, partners, resellers, joint ventures or other direct or indirect arrangements.  You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

Response:

Background

BlackBerry is a global mobile communications company, delivering smartphones, services and software to dozens of countries around the world.  BlackBerry markets and sells its products primarily through its network carrier partners, as well as through other third-party distribution channels and its direct sales force, which distribute the products to enterprises and end-users.

BlackBerry products are available from hundreds of carriers worldwide.  Typically, BlackBerry enters into a Master Supply Agreement (“MSA”) with a particular carrier providing for the terms and conditions under which products will be provided by BlackBerry and distributed by the carrier.  If the parties wish to extend the benefits of an MSA to an affiliate of the carrier operating in a particular territory, BlackBerry and the affiliate will enter into a Contract of Adherence (“CoA”) to the MSA that will apply with respect to that

1

territory.  The CoA will set out any terms that are different from those contained in the MSA, and any specific terms and conditions relevant to the territory.

Contact with Sudan or Syria; Relationship with MTN Group

BlackBerry is aware that Sudan and Syria are designated by the U.S. Department of State as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls.  BlackBerry confirms that, to the best of its knowledge after making appropriate internal inquiries, it does not have any past, current or anticipated contacts with Sudan or Syria, either through subsidiaries, affiliates, distributors, partners, resellers, joint ventures or other direct or indirect arrangements.  In addition, BlackBerry has not provided any services, products, information or technology to Sudan or Syria, directly, or, to its knowledge, indirectly, and does not have any agreements, commercial arrangements, or other contacts with the governments of Sudan or Syria or other entities such countries control.

MTN Group (“MTN”) is a South Africa-based multinational mobile telecommunications company, operating in many African, European and Middle Eastern countries.  BlackBerry entered into an MSA with MTN on February 22, 2007, providing for the distribution, license, and resale of BlackBerry handheld devices, accessories, software and services in certain territories (the “MTN MSA”).  Pursuant to the terms of the MTN MSA, individual CoAs are required to be entered into with an MTN subsidiary for each of the territories in which BlackBerry products under the MTN MSA are to be distributed.  There is no CoA between BlackBerry and an MTN subsidiary for either of Sudan or Syria.

BlackBerry further confirms that there are no MSAs or CoAs with any other carrier for Sudan or Syria and that it has not, as indicated in the response to comment 2 below, received any sales revenues from these two countries.  BlackBerry also confirms that it does not source any product components directly or, to its knowledge, indirectly, from Sudan or Syria.

Additionally, BlackBerry operates a “pin first seen dashboard” through which it is able to confirm where, geographically, a BlackBerry device is activated and connected to the BlackBerry network (a “PFS Event”) and keeps a record of all PFS Events.  Though the PFS Event record only shows activations on BlackBerry’s network and not the networks of BlackBerry’s carrier partners, and only represents where a BlackBerry device was activated and not necessarily sold, BlackBerry can confirm that no PFS Event has ever been recorded in either of Sudan or Syria.

Export Control, Economic Sanctions and Code of Business Standards and Principles

As a global company with operations around the world, BlackBerry engages in a wide variety of activities, including sales, marketing, research and development, and manufacturing and delivers hardware, software, services and technology to business partners and customers in dozens of countries.  As BlackBerry’s products have always employed cryptography, BlackBerry has a great deal of experience with various legal export control and sanctions regimes, including those of the United States, Canada and the European Union.

BlackBerry takes very seriously its obligation to comply with all applicable laws and regulations and is committed to maintaining strict compliance with applicable export control and economic sanctions laws and regulations and has in place policies and procedures in this regard.

BlackBerry’s policy is to adhere to all applicable export control and economic sanctions laws and regulations.  BlackBerry has a dedicated export controls and sanctions team that includes both internal and external legal counsel with export control and sanctions expertise.  That team manages and screens the export of any product, software or technology that is being sent from one country to another, with special attention paid to items

2

that employ cryptography.  A thorough review and analysis of the item is done by the export controls and sanctions team prior to export in order to make a determination as to the export control status of the item under the laws of the country of export.  Where the item is controlled and does not meet any license or permit exceptions (e.g., mass market), a license or permit application is submitted to the relevant government authority or agency from the country of export.  Once the license or permit is received or a determination is made that one is not required, the export controls and sanctions team issues an internal announcement permitting the export, subject to any destination country/entity restrictions (which would include a prohibition on any exports to Syria, Sudan and other prohibited destinations).  Restricted party screening is also performed as part of this process in addition to the outright hard blocks for prohibited destinations such as Syria and Sudan.

BlackBerry contractually requires telecommunication companies that distribute its products, including MTN, to comply with all applicable laws of any applicable jurisdiction.  Carriers are more specifically required to acknowledge that BlackBerry products are cryptographic in nature and to agree to obtain any necessary export licenses or permits from the applicable government authorities.  They are also required to certify that any re-exports will not be made except in compliance with applicable laws.  BlackBerry’s standard MSA and, specifically, the MTN MSA, also provide that the buyer of services and any distributor distributing the products on behalf of the buyer, shall not export the products to “countries subject to U.S. economic sanctions and embargoes.”

In addition, many of BlackBerry’s products, if exported from the United States, whether by BlackBerry or a third party, would be controlled for export under the U.S. Export Administration Regulations (the “EAR”).  In information that BlackBerry posts on its website for U.S. exporters, BlackBerry charts its self-classification of Export Control Classification Numbers and specifically states:

“Most of the BlackBerry software and all of the hardware covered by the chart may be exported under the EAR to most destinations with No License Required.  However, these items may not be exported and re-exported to certain countries (currently Cuba, Iran, North Korea, Sudan and Syria [emphasis added]) or to persons or entities prohibited from receiving U.S. exports, including those (a) on the Bureau of Industry and Security’s Denied Parties List or Entity List, (b) on the Office of Foreign Assets Control’s list of Specially Designated Nationals and Blocked Persons, and (c) involved with missile technology, nuclear, chemical or biological weapons, or military end-uses where prohibited by an applicable arms embargo.”

Finally, as prescribed in BlackBerry’s Code of Business Standards and Principles (the “Code”), BlackBerry only does business with reputable customers and vendors, and will not tolerate criminal organizations seeking to leverage BlackBerry improperly, nor does BlackBerry engage in financing or other business with organizations known or suspected to be involved with terrorists or other illegal conspiracies.  BlackBerry is similarly proactive in seeking out potential use of its technology for illicit or illegal purposes, and works with local and international authorities whenever possible to eliminate these activities.  BlackBerry is committed to maintaining strict compliance with its Code.

COMMENT:

2.

 Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders.  You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period.  Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of

3

corporate activities upon a company’s reputation and share value.  Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism.  You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

Response:

Quantitative Materiality

As discussed in the response above, BlackBerry does not have any contacts with Sudan or Syria.  After reviewing its sales and other financial records and making appropriate internal inquiries, BlackBerry confirms that it has no revenue, assets or liabilities associated with Sudan or Syria in the past three fiscal years, nor does it expect to in the future.

Qualitative Materiality

BlackBerry is aware that certain state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism.  To BlackBerry’s knowledge, it has not received any inquiries or questions from its investors or analysts regarding activity in Sudan or Syria, other than one request from an investment firm requiring confirmation, for its own compliance purposes, of whether BlackBerry had employees or operations in Sudan or Syria.  In addition, BlackBerry has not received any communications from any of its major shareholders questioning its contacts with state sponsors of terrorism or indicating that such shareholders are considering divestment initiatives.

Conclusion

Given that BlackBerry does not have any operations associated with Sudan or Syria, BlackBerry does not believe there is any related quantitative or qualitative investment or reputational risk for its securityholders.

*          *          *

In connection with this response letter, BlackBerry acknowledges that:

•

 BlackBerry is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filing; and

•

 BlackBerry may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

We trust that the foregoing adequately responds to the comments of the Staff.  Please contact me at (519) 888-7465 with any questions concerning this letter.

4

Yours truly,

BLACKBERRY LIMITED

/s/ James Yersh

James Yersh, CPA, CA

Chief Financial Officer

cc:    Daniel Leslie, U.S. Securities and Exchange Commission

Larry Spirgel, U.S. Securities and Exchange Commission

Steven Zipperstein, Esq., Chief Legal Officer and Corporate Secretary

Phil Kurtz, Esq., Deputy General Counsel & Assistant Corporate Secretary

David W. Pollak, Esq., Morgan, Lewis & Bockius LLP

Lisa Portnoy, Ernst & Young LLP

Martin Lundie, Ernst & Young LLP

5

May 1 5, 2015

Via E -mail
James Yersh
Chief Financial  Officer
Blackberry Limited
2200 University  Ave East
Waterloo, Ontario , Canada N2K 0A7

Re: Blackberry Limited
 Form 40-F for Fiscal Year Ended February 28, 2015
 Filed March 27, 2015
 File No. 0-29898

Dear Mr. Yersh :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following  comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may better
understand your disclosure.

Pleas e respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your respon se.

After reviewing your response to these  comments, we may have  additional comments.

General

1. A recent article states that Blackberry services are included in the service portfolio of
MTN Group and that MTN Group derives its revenues f rom geographic segments
including Sudan and Syria.  Sudan and Syria are designated by the U.S. Department of
State as state sponsors of terrorism, and are subject to U.S. economic sanctions and
export controls.  Please describe to us the nature and extent of your past, current, and
anticipated contacts with Sudan and Syria, if any, whether through subsidiaries, affiliates,
distributors, partners, resellers, joint ventures or other direct or indirect arrangements.
You should describe any services, products,  information or technology you have
provided to Sudan or Syria, directly or indirectly, and any agreements, commercial
arrangements, or other contacts you have had with the governments of those countries or
entities they control.

James Yersh
Blackberry Limited
May 15, 2015
Page 2

 2. Please discuss the mat eriality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the ap proximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in ma king an investment decision, including the potential impact of corporate
activities upon a company's reputation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar init iatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  You should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associa ted with Sudan and Syria.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rule s require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taki ng any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Daniel Leslie , Staff Attorney , at (202) 551 -3876 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk
cc:  Larry Spirgel
  Assistant Director
 Division of Corporation Finance

James Yersh
Blackberry Limited
May 15, 2015
Page 3

   Phil Kurtz
  Deputy GC & Assistant Corp. Secretary
 Blackberry Limited

July 31, 2014
Via Email
Mr. James Yersh
Chief Financial Officer
BlackBerry Limited
2200 University Avenue East
Waterloo, Ontario
Canada, N2K 0A7

Re: BlackBerry Limited
Form 40-F for the Fiscal Year Ended March 1, 2014
Filed March 28, 2014
File No. 000 -29898

Dear Mr. Yersh :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

		SEC Response July 2014 - 2

July 24, 2014

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:    BlackBerry Limited

Form 40-F for the Fiscal Year Ended March 1, 2014

Filed March 28, 2014

SEC Staff Comment Letter dated July 17, 2014

File No. 000-29898

Dear Mr. Spirgel:

This letter is in response to the comment letter, dated July 17, 2014 (the “Letter”), from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) to Mr. James Yersh, Chief Financial Officer of BlackBerry Limited (the “Company”). The Company’s response to the Letter set forth below confirms that the Company will comply with the Staff’s comment in the Letter, and provides an explanation of how it intends to comply.

COMMENT:

Exhibit 1.2

Financial Statements

Consolidated Statements of Operations

1.

 We note your response to comment 1. If material, please separately present inventory write-downs and supply commitment charges on the face of your consolidated statements of operations. This presentation provides more transparency to investors than your proposed presentation.

Response:

In response to the Staff’s comment, the Company intends to present current and comparative period inventory write-down and supply commitment charges, if material, separately on the face of its Consolidated Statements of Operations prospectively, beginning with the second quarter of fiscal 2015.

An example interim presentation of the Cost of Sales section of the Company’s Consolidated Statements of Operations is included below:

Consolidated Statements of Operations

Cost of sales

Cost of sales

 $xx million

Inventory write-down

 $xx million

Supply commitment charges

 $xx million

1

*          *          *

In connection with this response letter, the Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filing; and

•

 The Company may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

We trust that the foregoing adequately responds to the comments of the Staff.  Please contact me at (519) 888-7465 with any questions concerning this letter.

Yours truly,

BLACKBERRY LIMITED

/s/ James Yersh

James Yersh, CPA, CA

Chief Financial Officer

cc:    Dean Suehiro, U.S. Securities and Exchange Commission

Robert Littlepage, U.S. Securities and Exchange Commission

Joseph Kempf, U.S. Securities and Exchange Commission

Steven Zipperstein, Esq., Chief Legal Officer and General Counsel

Phil Kurtz, Esq., Deputy General Counsel and Assistant Corporate Secretary

Members of the Audit & Risk Management Committee of the Company’s Board of Directors:

Barbara Stymiest, Claudia Kotchka and Timothy Dattels

David Chaikof, Esq., Torys LLP

David W. Pollak, Esq., Morgan, Lewis & Bockius LLP

Lisa Portnoy, Ernst & Young LLP

Martin Lundie, Ernst & Young LLP

2

July 17, 2014
Via Email
Mr. James Yersh
Chief Financial Officer
BlackBerry Limited
2200 University Avenue East
Waterloo, Ontario
Canada, N2 K 0A7

Re: BlackBerry Limited
Form 40-F for the F iscal Year E nded March 1, 201 4
Filed March 28, 2014
Response dated July 11, 2014
File No. 000-29898

Dear Mr. Yersh :

We have reviewed your response letter and have the following comment .  Please comply
with the following comment in future filings.  Confirm in writing that you will do so and explain
to us how you intend to comply.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comment appl ies to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to the comment, we may have
additional comments.

Exhibit 1.2

Financial Statements

Consolidat ed Statements of Operations

1. We note your response to comment 1.  If material, please separately present inventory
write -downs and supply commitment charges on the face of your consolidated statements
of operations.  This presentation provides more transpa rency to investors than your
proposed presentation.

You may contact Dean Suehiro , Senior Staff Accountant , at 202-551-3384 or Joseph M.
Kempf , Senior Staff Accountant, a t 202-551-3352 if you have questions regarding comments on

Mr. James Yersh
BlackBerry Limited
July 17, 2014
Page 2

 the financial statements and related matters.  Please contact Paul Fischer , Attorney -Advisor, at
202-551-3415 or me at  202-551-3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

		SEC Comment Letter July 2014

July 11, 2014

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:

 BlackBerry Limited

Form 40-F for the Fiscal Year Ended March 1, 2014

Filed March 28, 2014

File No. 000-29898

Dear Mr. Spirgel:

This letter is in response to the comment letter, dated June 20, 2014 (the “Letter”), from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) to Mr. James Yersh, Chief Financial Officer of BlackBerry 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.

COMMENT:

Form 40-F for the Fiscal Year Ended March 1, 2014

Exhibit 1.2

Financial Statements

Consolidated Statements of Operations

1.

 We note that your hardware and other cost of sales included $782 million inventory write-down of your Blackberry Z10 devices and supply commitments and $1.6 billion inventory write-down of your Blackberry 10 devices. Please tell us why such write-downs were not separately presented on the face of the financial statement pursuant to ASC 330-10-50-2 and ASC 330-10-50-5.

Response:

The Company notes the following accounting guidance as referenced in the Staff’s comment:

Losses from application of lower of cost or market

ASC 330-10-50-2: When substantial and unusual losses result from the application of the rule of lower of cost or market it will frequently be desirable to disclose the amount of the loss in the income statement as a charge separately identified from the consumed inventory costs described as cost of goods sold.

1

Losses on firm purchase commitments

ASC 330-10-50-5: The amounts of net losses on firm purchase commitments accrued under paragraph 330-10-35-17 shall be disclosed separately in the income statement.

For the year ended March 1, 2014 (“Fiscal 2014”), the Company did not present the charges taken against inventory and supply commitments as separate line items on its Consolidated Statements of Operations as it believed that adequate disclosure related to the charges had been provided in the notes (the “Notes”) to the consolidated financial statements for Fiscal 2014 (the “Consolidated Financial Statements”) and Management’s Discussion and Analysis of Financial Condition and Results of Operations for Fiscal 2014 (the “Annual MD&A”). Specifically, the following disclosures were included in the Company’s 40-F:

1)

 In the “Inventories” section of Note 5 to the Consolidated Financial Statements, the Company disclosed the Fiscal 2014 charges incurred against inventory (approximately $1.6 billion) and supply commitments (approximately $782 million);

2)

 In the “Critical Accounting Estimates - Inventory and Inventory Purchase Commitments” section of Note 1 to the Consolidated Financial Statements, the Company disclosed the areas of judgment applied to the valuation of inventory, discussed the nature of the charges incurred against inventory and supply commitments, and provided details on the internal and external factors and assumptions used by management in its assessment. The relevant excerpt is included below:

“The Company’s policy for the valuation of inventory, including the determination of obsolete or excess inventory, requires management to estimate the future demand for the Company’s products. Inventory purchases and purchase commitments are based upon such forecasts of future demand and scheduled rollout and life cycles of new products. The business environment in which the Company operates is subject to rapid changes in technology and customer demand. The Company performs an assessment of inventory during each reporting period, which includes a review of, among other factors, demand requirements, component part purchase commitments of the Company and certain key suppliers, product life cycle and development plans, component cost trends, product pricing and quality issues. If customer demand subsequently differs from the Company’s forecasts, requirements for inventory write-offs that differ from the Company’s estimates could become necessary. If management believes that demand no longer allows the Company to sell inventories above cost or at all, such inventory is written down to net realizable value or excess inventory is written off.

During fiscal 2014, the Company shipped devices to its carrier and distributor partners to support new and continuing product launches and meet expected levels of end customer demand. However, the sell-through levels for BlackBerry 10 smartphones decreased significantly during fiscal 2014 due to the maturing smartphone market, very intense competition and, the Company believes, the uncertainty created by the Company's recently completed strategic review process. These factors caused the number of BlackBerry 10 devices in the channel to increase above the Company's expectations, which in turn caused the Company to reassess and revise its future demand assumptions for finished products, semi-finished goods and raw materials. The Company also made the decision to cancel plans to launch two devices to mitigate the identified inventory risk. Based on these revised demand assumptions, the Company recorded primarily non-cash, pre-tax charges against inventory and supply commitments of approximately $2.4 billion in fiscal 2014 related to Blackberry 10 devices.”

2

3)

 In the “Overview - Inventory Charges” section of the Annual MD&A, the Company provided similar details of the charges as provided in the Notes, added expanded disclosure related to the significant judgments used by management in its assessment, and disclosed the location of the charges on the Consolidated Statements of Operations. The relevant excerpt is included below:

“During fiscal 2014, the Company shipped devices to its carrier and distributor partners to support new and continuing product launches and meet expected levels of end customer demand. However, the sell-through levels for BlackBerry 10 smartphones decreased significantly during fiscal 2014 due to the maturing smartphone market, very intense competition and, the Company believes, the uncertainty created by the Company's recently completed strategic review process. These factors caused the number of BlackBerry 10 devices in the channel to increase above the Company's expectations, which in turn caused the Company to reassess and revise its future demand assumptions for finished products, semi-finished goods and raw materials. The Company also made the decision to cancel plans to launch two devices to mitigate the identified inventory risk. Based on these revised demand assumptions, the Company recorded primarily non-cash, pre-tax charges against inventory and supply commitments of approximately $934 million ($666 million after tax, or $1.27 per share diluted), which was primarily attributable to BlackBerry Z10 devices (the “Z10 Inventory Charge”) in the second quarter of fiscal 2014, and approximately $1.6 billion ($1.3 billion after tax, or $2.56 per share diluted), which was primarily attributable to BlackBerry 10 devices (the “Q3 Fiscal 2014 Inventory Charge”) in the third quarter of fiscal 2014. The Z10 Inventory Charge and the Q3 Fiscal 2014 Inventory Charge were subsequently adjusted in the fourth quarter of fiscal 2014 to reflect increased sell through rates, relative to the estimates and assumptions previously considered, resulting from discounted pricing and revised orders on hand for devices and components of BlackBerry 10 products, resulting in a reduction of the original charges incurred of approximately $149 million ($106 million after tax, or $0.20 per share diluted), which was recorded as a reduction of cost of goods sold in the fourth quarter of fiscal 2014 (the “Q4 Fiscal 2014 Inventory Recovery”).”

4)

 In the “Accounting Policies and Critical Accounting Estimates - Critical Accounting Estimates - Inventory and Inventory Purchase Commitments” section of the Annual MD&A, the Company provided similar details of the charges as provided in the Notes and “Overview - Inventory Charges” section of the Annual MD&A. The relevant excerpt is included below:

“The Company’s policy for the valuation of inventory, including the determination of obsolete or excess inventory, requires management to estimate the future demand for the Company’s products. Inventory purchases and purchase commitments are based upon such forecasts of future demand and scheduled rollout and life cycles of new products. The business environment in which the Company operates is subject to rapid changes in technology and customer demand. The Company performs an assessment of inventory during each reporting period, which includes a review of, among other factors, demand requirements, component part purchase commitments of the Company and certain key suppliers, product life cycle and development plans, component cost trends, product pricing and quality issues. If customer demand subsequently differs from the Company’s forecasts, requirements for inventory write-offs that differ from the Company’s estimates could become necessary. If management believes that demand no longer allows the Company to sell inventories above cost or at all, such inventory is written down to net realizable value or excess inventory is written off.

3

Significant judgment was required in calculating the inventory charges, which involved forecasting future demand and the associated pricing at which the Company can realize the carrying value of its inventory. Further, the Company’s expectations with respect to its inventory and asset risk (including its ability to sell its inventory of BlackBerry 10 products and manage its purchase obligations with its manufacturing partners) and the potential for additional charges related to inventory are forward-looking statements that are subject to the inherent risk of forecasting the Company’s financial results and performance for future periods, particularly over longer periods, given the rapid technological changes, evolving industry standards, intense competition and short product life cycles that characterize the wireless communications industry. As noted above, these difficulties in forecasting the Company's financial results and performance are magnified at the present time given the uncertainties related to the Company's operational restructuring, recent management changes and the strategic initiatives described in this MD&A.”

“In fiscal 2014, the Company recorded the Z10 Inventory Charge, the Q3 Fiscal 2014 Inventory Charge and the Q4 Fiscal 2014 Inventory Recovery. See “Non-GAAP Financial Measures” and “Overview - Inventory Charges”.”

Given the nature and the content of the disclosures above, the Company believes that it has provided adequate disclosure to inform readers of the nature and the amount of the charges taken against inventory and supply commitments in the Notes and Annual MD&A, as noted above, as well as the judgments applied by management in calculating the amounts.  While ASC 330-10-50-2 states that “it will frequently be desirable to disclose the amount of the loss in the income statement”, the Company chose to present the amount of the lower of cost or market loss in the Notes instead of on the face of the income statement. Further, in relation to ASC 330-10-50-5, which states that “the amounts of net losses on firm purchase commitments accrued ... shall be disclosed separately in the income statement”, the Company believed that it would be adequate and beneficial to readers to disclose the loss against supply commitments in the same location as the disclosure of the lower of cost or market loss in the Notes.

As a result, the Company believed that disclosing this information in the Notes would not result in a material difference to readers compared to presenting it on the face of the income statement.

However, in response to the Staff’s comment, beginning with the second quarter of fiscal 2015 (“Q2 Fiscal 2015”), the Company intends to present current and comparative period charges incurred against inventory and supply commitments, if material, in parentheses next to “cost of sales, hardware and other” on its Consolidated Statements of Operations.  An example presentation is below, which is consistent with the Company's presentation of a similar inventory provision on its Consolidated Statement of Operations for the year ended March 3, 2012.

4

Consolidated Statements of Operations

Cost of Sales

Hardware and other (includes charges against inventory of $xx million and supply commitments of $xx million; August 31, 2014 charges against inventory of $627 million and supply commitments of $307 million)

COMMENT:

Form 40-F for the Fiscal Year Ended March 1, 2014

Exhibit 1.2

Financial Statements

Note 1. Critical Accounting Estimates

Revenue Recognition, page 10

2.

 Please refer to the last sentence. Tell us in detail why the revenues from your Blackberry 10 and 7 devices in certain regions are recognized when such devices sell-through to the end customers. It appears you are referring to hardware products revenues with price protection provisions. If so, the disclosure should be clarified to inform an investor that you are referring to the price protection provisions previously disclosed. In addition, tell us why this revenue recognition policy is limited to certain regions. If you expect this trend to significantly impact your future financial condition and results of operations, please provide a discussion of such impact in your MD&A.

Response:

BlackBerry 10 Revenue Recognition

In the second quarter of Fiscal 2014 (“Q2 Fiscal 2014”), following the launch of the Company’s BlackBerry 10 devices, the Company experienced significant pricing pressures from carrier and distributor partners that impacted the Company’s ability to make reliable and accurate estimates of possible future refunds for sales incentives, which impacted its ability to recognize revenue at the time of device shipment.  The Company applies judgment and evaluates whether the risk of future concessions is material and determines whether revenue should be recognized upon shipment of BlackBerry 10 devices or upon sell-through of the products to end users on a customer-by-customer basis, based on internal factors such as the commercial terms and conditions within its Master Supply Agreements (“MSAs”), the Company’s past history of providing incentives or concessions outside of those within its contracts or agreements, as well as the level of inventories in the channel.  The Company also considers external factors such as the Company’s competitive landscape, product acceptance in the market, and other economic trends.

The following developments occurred in Q2 Fiscal 2014 that resulted in the Company no longer being able to recognize revenue on BlackBerry 10 devices as they sold into the channel:

•

 Significant decreases in sell-through rates and end customer demand.

•

 Continued relatively low net promoter score results and increased return rates to the Company’s channel partners.1

•

 Increases in outstanding accounts receivable balances, as well as the percentage of receivables overdue from carrier and distributor partners.

•

 Increases in channel partner inventory positions.

5

•

 Efforts to increase sell-through rates with the use of marketing and promotional programs did not increase sell-through rates, making it more likely that price concessions in the future would be required to reduce channel inventory levels.

•

 Although BES 10.1, the Company’s mobile device administration platform for BlackBerry 10 devices officially launched at BlackBerry Live on May 15th 2013, carriers were slow to test and promote the enterprise software

June 20, 2014
Via Email
Mr. James Yersh
Chief Financial Officer
BlackBerry Limited
2200 University Avenue East
Waterloo, Ontario
Canada, N2 K 0A7

Re: BlackBerry Limited
Form 40-F for the F iscal Year E nded March 1, 201 4
Filed March 28, 2014
File No. 000-29898

Dear Mr. Yersh :

We have reviewed your filing and have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing that you will do  so and explain to us
how you intend to comply.   In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
informat ion or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments , we may
have additional comments.

Form 40 -F for the Fiscal Year Ended March 1, 2014

Exhibit 1.2

Financial Statements

Consolidated Statements of Operations

1. We note that your hardware and other cost of sales included $782 million inventory
write -down o f your Blackberry Z10 devices and supply commitments and $1.6 billion
inventory  write -down  of your Blackberry 10 devices .  Please tell us why such write -
downs were not separately presented on the face of the financial statement  pursuant to
ASC 330 -10-50-2 and ASC 330 -10-50-5.

Mr. James Yersh
BlackBerry Limited
June 20, 2014
Page 2

 Note 1. Critical Accounting Estimates

Revenue Recognition, page 10

2. Please refer to the last sentence.  Tell us in detail why the revenues from your Blackberry
10 and 7 devices in certain regions are recognized when such devices sel l through to the
end customers.  It appears you are referring to hardware products revenues with price
protection provisions.  If so, the disclosure should be clarified to inform an investor that
you are referring to the price protection provisions previou sly disclosed.  In addition, tell
us why this revenue recognition policy is limited to certain regions.  If you expect this
trend to significantly impact your future financial condition and results of operations,
please provide a discussion of such impact in your MD&A.

Note  3.  Cash, Cash Equivalents and Investments, page 12

3. Please tell us how you are accounting for your securities lending arrangements including
the related collateral.  Refer to your basis in the accounting literature.

Exhibit 1.3

Management’s Discussion and Analysis of Financial Condition and Results of Operations Fiscal
year ended March 1, 2014 compared to fiscal year ended March 2, 1013

Accounting Policies and Critical Accounting Estimates

Critical Accounting Estimates, page 11

4. We note that significant judgment is applied to determine whether shipments of your
devices have met your revenue recognition criteria.  Please expand to discuss your
methods, assumptions and estimates used in your recognition of hardware devices
revenues.

Service Revenue, pages 18

5. We note that you expect your future service revenues to decrease significantly due to the
reduction in SAF.  Please disclose the amount and percentage of SAF included in service
revenues for fiscal 2014 as compared to fiscal 2013.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. James Yersh
BlackBerry Limited
June 20, 2014
Page 3

             In responding to our comments, please provide  a writ ten statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking  any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Dean Suehiro , Senior Staff Accountant , at 202-551-3384 or Joseph
Kempf , Senior Staff Accountant, a t 202-551-3352 if you have questions regarding comments on
the financial statements and related matters.  Please contact Paul Fischer , Attorney -Advisor, at
202-551-3415 or me at  202-551-3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

July 24, 2013
Via E -mail
Mr. Brian Bidulka
Chief Financial Officer
BlackBerry  Limited
295 Phillip Street
Waterloo, Ontario
Canada, N2L 3W8

Re: BlackBerry Limited (fka Research In Motion Limited )
Form 40-F for the Fiscal Year Ended March 2, 2013
Filed March 28, 2013
File No. 0 -29898

Dear Mr. Bidulka:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities l aws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

    corresp.htm

295 Phillip St. Waterloo,

Ontario, Canada

N2L 3W8

June 28, 2013

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 3, 2013

Form 40-F for the fiscal year ended March 2, 2013

Filed March 28, 2013

File No. 0-29898

Dear Mr. Spirgel:

This letter is in response to the comment letter, dated June 3, 2013 (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.

COMMENT:

Form 40-F for the Fiscal Year Ended March 2, 2013

Exhibit 1.2

Financial Statements

Note 10. Commitments and Contingencies

(c) Litigation, page 36

1.

In light of the significant number of lawsuits identified under Legal Proceedings, it is unclear why you have not provided in an audited footnote any specific disclosure concerning the details of the suits, your assessment of the reasonably possible resolution of the suits, or your accounting for them. You are required pursuant to ASC paragraphs 450-20-50-3 and 50-4 to provide disclosure of each contingency where there is a reasonable possibility of loss, including the specific nature of the contingency and an estimate of the possible loss or range of loss, or a statement that such an estimate cannot be made. Please revise your footnote disclosure accordingly or advise us.

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295 Phillip St. Waterloo,

Ontario, Canada

N2L 3W8

Response:

In arriving at the litigation disclosure contained in Note 10(c) of the annual consolidated financial statements on page 36 of Exhibit 1.2 to the Company’s Annual Report on Form 40-F (the “Litigation Note”), the Company considered the provision of Accounting Standard Codification (“ASC”) 450-20-50, and specifically, the disclosure requirements related to unrecognized contingencies.  The Company follows a standard quarterly process for updating the status of individual litigation matters and determining what the appropriate accounting and disclosure requirements are.  The quarterly process is outlined below.

Following the conclusion of every reporting period and in preparation for its quarterly and annual filings, the Company prepares a detailed summary of the status of all outstanding litigation matters and any assertion letters received from third parties.  The document is jointly prepared by the Company’s financial reporting and internal legal teams, taking into consideration the advice received from external legal counsel representing or advising the Company in respect of such litigation matters and assertions.  In its final form, the summary represents the quarterly litigation memorandum (the “Litigation Memo”) that is used by the Company as the primary basis to determine (1) whether any accruals are necessary under the provisions of ASC 450-20-25-2 and (2) to determine the appropriate disclosures in the notes to the consolidated financial statements and the “Legal Proceedings” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”).  The Litigation Memo is prepared based on information provided by relevant subject matter experts and is reviewed by relevant legal and financial experts in relation to their areas of knowledge and responsibility, and is also provided to the Company’s external auditors.  A summary of the matters included in the Litigation Memo is also prepared and distributed to the members of the Company’s Audit & Risk Management Committee of the Board of Directors (the “A&RM Committee”) for review as part of the A&RM Committee’s quarterly meeting materials.  An update from the Company’s Chief Legal Officer or Vice President, Litigation on on-going litigation matters is also a standing item on the agenda for the quarterly A&RM Committee meetings.

In arriving at the conclusions around disclosure as at March 2, 2013, the Company considered paragraphs 50-3 and 50-4 of ASC 450-20-50, which state:

Unrecognized Contingencies

50-3 Disclosure of the contingency shall be made if there is at least a reasonable possibility that a loss or an additional loss may have been incurred and either of the following conditions exists:

a.

An accrual is not made for a loss contingency because any of the conditions in paragraph 450-20-25-2 are not met.

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295 Phillip St. Waterloo,

Ontario, Canada

N2L 3W8

b.

An exposure to loss exists in excess of the amount accrued pursuant to the provisions of paragraph 450-20-30-1.

50-4 The disclosure in the preceding paragraph shall include both of the following:

a.

The nature of the contingency.

b.

An estimate of the possible loss or range of loss or a statement that such an estimate cannot be made.

As previously mentioned, the Litigation Memo forms the basis of the Company’s conclusions on accounting and disclosure for litigation matters.  On a quarterly basis, the financial reporting team of the Company’s finance department assesses whether any of the litigation matters or assertions would result in a loss that is “probable and estimable”, as well as whether any of the litigation matters meet the threshold of a “reasonable possibility” that the Company would incur a loss or additional loss in excess of amounts already accrued in the consolidated financial statements.

For the disclosure contained in the Litigation Note as of March 2, 2013, the Company performed an analysis of each individual matter and assertion outlined in the Litigation Memo performed as of the year end date and concluded that, based on the process described above, no individual matter met the threshold of “reasonable possibility” of incurring a loss or additional loss in excess of amounts already accrued in the consolidated financial statements, as the Company has concluded that it is unable to estimate the losses at the present time.  In the Company’s experience, litigation involving intellectual property is inherently uncertain.  Numerous factors contribute to this inherent unpredictability, such as: in the early stages of a proceeding, a claimant is not required to specifically identify the patent that has allegedly been infringed; damages sought are unspecified, unsupportable, unexplained or uncertain; discovery not having been started or incomplete; the complexity of the facts that are in dispute (e.g., once a patent is identified, the analysis of the patent and a comparison to the activities of the Company is a labour-intensive and highly technical process); assessment of novel claims is difficult; the parties not having engaged in any meaningful settlement discussions; the possibility that other parties may share in any ultimate liability; and the often slow pace of patent litigation.  Accordingly, no disclosure of individual matters was included in the Litigation Note in the notes to the consolidated financial statements.  In the future, if a matter meets the threshold of “reasonable possibility” of incurring a loss, the Company would disclose the matter, if required, and the additional information in accordance with ASC 450-20-50, ASC 275-10-50-8 and ASC 275-10-50-9.

Given this conclusion, the Company does not believe it is necessary to amend its Annual Report on 40-F given that the disclosure in the Litigation Note complies with the provisions of ASC 450-20-50.  Changes to the accounting policy description (as described below) have been updated on a prospective basis and included in the Company’s unaudited interim consolidated financial statements and related MD&A for

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295 Phillip St. Waterloo,

Ontario, Canada

N2L 3W8

the first quarter of fiscal 2014 (“Q1 2014 FS & MD&A”), furnished to the Commission on Form 6-K on June 28, 2013.

COMMENT:

2.

Your policy disclosure in the second paragraph of this note states that “[w]here it is considered probable for a material exposure to result and where the amount of the claim is quantifiable, provisions for loss are made based upon management’s assessment of the likely outcome.” Note that ASC 450-20-25-2(a) does not provide a materiality condition for loss recognition. Also, the ability to quantify the amount of the claim appears to be a higher threshold than being able to reasonably estimate the amount of loss, the condition necessary for accrual under paragraph ASC 450-20-25-2(b). Please refer to this guidance and the guidance found in paragraph ASC 450-20-25-5, and revise your policy accordingly.

Response:

The Company has amended the description of its accounting policy in its Q1 2014 FS & MD&A, furnished to the Commission on Form 6-K on June 28, 2013.  The amended disclosure is also included below with the revised content highlighted in italics:

“Management reviews all of the relevant facts for each claim and applies judgment in evaluating the likelihood and, if applicable, the amount of any potential loss. Where a potential loss is considered probable to result and the amount is reasonably estimable, provisions for loss are made based on management’s assessment of the likely outcome.  Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum amount in the range.  The Company does not provide for claims for which the outcome is not determinable or claims for which the amount of the loss cannot be reasonably estimated.  Any settlements or awards under such claims are provided for when reasonably determinable.  There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated.”

Further, the following text was added to the Commitments and Contingencies-Litigation note in the notes to the consolidated financial statements and the MD&A to provide additional context around judgments made relating to litigation disclosures:

“There are many reasons that the Company cannot make these assessments, including, among others, one or more of the following: the early stages of a proceeding, which does not require the claimant to specifically identify the patent that has allegedly been infringed; damages sought that are unspecified, unsupportable, unexplained or uncertain; discovery not having been started or incomplete; the

4

295 Phillip St. Waterloo,

Ontario, Canada

N2L 3W8

complexity of the facts that are in dispute (e.g., once a patent is identified, the analysis of the patent and a comparison to the activities of the Company is a labour-intensive and highly technical process); the difficulty of assessing novel claims; the parties not having engaged in any meaningful settlement discussions; the possibility that other parties may share in any ultimate liability; and the often slow pace of patent litigation.”

COMMENT:

3.

Furthermore, we note it is your stated policy to not provide for claims that are unlikely to result in a significant loss or claims where the amount of the loss cannot be reasonably estimated. The likelihood of a significant loss is not a condition for loss recognition under generally accepted accounting principles. Also, the requirement that the amount of loss can be reasonably estimated should not delay accrual of a loss until only a single amount can be reasonably estimated. Refer to the guidance in 450-20-30-1 and revise your policy accordingly, and advise us.

Response:

The Company believes that the revised disclosure included in its Q1 2014 FS & MD&A, furnished to the Commission on Form 6-K on June 28, 2013 (and included in the response to comment 2 above) addresses the Staff’s comment.

COMMENT:

4.

Please tell us your estimated range of reasonably possible loss, in aggregate for all contingencies, in excess of what has been accrued in your financial statements.

Response:

Based on the results of its quarterly process for the updating and assessment of litigation matters described in the response to comment 1 of this letter, the Company did not identify any particular matter or matters that met the criteria for disclosure of losses in excess of what was accrued in the consolidated financial statements.

COMMENT:

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months and Fiscal Year Ended March 2, 1013

Sources of Revenue, pages 7 and 8

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295 Phillip St. Waterloo,

Ontario, Canada

N2L 3W8

5.

We note your 2013 fourth quarter change in how you determine your total subscriber account base. Please tell us why you are not also presenting the total subscriber account base that only includes subscribers that generate service revenues. It appears this information is useful to investors since it has a direct relationship with your service revenues. We note your disclosures on page 8 and the numeric subscriber base disclosures on pages 9 and 18 of Exhibit 1.1.

Response:

Through the third quarter of fiscal 2013, the Company reported its subscriber account base as the total number of BlackBerry subscriber accounts (both consumer and enterprise) with active status, meaning those subscriber accounts that generated monthly service access fees (“SAF”) at the end of a reporting period.  The subscriber account base calculated in this way was disclosed as a non-financial metric to track both the service revenue generated and the subscriber base.  It was a useful metric during this period as the number reported was directly related to substantially all of the service revenue the Company was generating; that is, all BlackBerry subscriber accounts were generating SAF, and SAF comprised substantially all of the service revenue being generated for the Company.

As explained in detail in the Company’s prior and current MD&A, the Company’s service revenue model has been changing.  Service revenues from SAF have declined, and are expected to continue to decline, as a result of increasing competitive pressure on the Company to reduce its SAF.  The Company expects SAF to continue to decline in the consumer market in particular, as customers transition from BlackBerry 7 and prior BlackBerry operating systems to the BlackBerry 10 platform, which does not utilize the Company’s network infrastructure in the same manner as prior operating systems.  As a result of such declining service revenue from traditional sources, the Company has indicated that it intends to generate service revenue from new sources that customers elect to purchase, such as advanced security and mobile device management services.  The Company may also generate revenue from licensing BlackBerry 10 technology in various mobile computing applications or from new services introduced to customers associated with products such as BlackBerry Messenger (“BBM”).

To reflect the ongoing changes in its service revenue model, the Company changed the way it calculated its subscriber base beginning with the fourth quarter of fiscal 2013 and ending with the first quarter of fiscal 2014.  Rather than calculating the total of all subscriber accounts that have an active status at the end of a reporting period and for which SAF is thereby generated, the Company revised its definition of the subscriber base to be the total of all BlackBerry subscriber accounts that are provisioned to access BlackBerry services, regardless of whether the Company is generating SAF in connection therewith.  The Company believed a subscriber base calculated in this way better reflected the base of BlackBerry users that may contribute to service revenues in the future, whether through SAF or the integrated service and software offering being developed by the Company.

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295 Phillip St. Waterloo,

Ontario, Canada

N2L 3W8

W

June 3, 201 3

Via E -mail
Mr. Brian Bidulka
Chief Financial  Officer
Research In Motion Limited
295 Phillip Street
Waterloo, Ontario
Canada, N2L 3W8

Re: Research In Motion  Limited
Form 40-F for the fiscal year ended March 2 , 201 3
Filed March 28, 2013
File No. 0-29898

Dear Mr. Bidulka:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  In some of our comments, we may  ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing  or by
advising us when you will provide the requested response.   If you do not believe our comments
apply to your facts and circumstances or do not believe an amendment is appropriate, please tell
us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have ad ditional comments.

Form 40 -F for the Fiscal Year Ended March 2, 2013

Exhibit 1.2

Financial Statements
Note 10. Commitments and Contingencies
(c) Litigation, page 36

1. In light of the significant number of lawsuits identified under Legal Proceedings, it  is
unclear why you have not provided in an audited footnote any specific disclosure
concerning the details of the suits, your assessment of the reasonably possible resolution
of the suits, or your accounting for them.  You are required pursuant to ASC par agraphs
450-20-50-3 and 50 -4 to provide disclosure of each contingency where there is a

Mr. Brian Bidulka
Research In Motion Limited
June 3, 2013
Page 2

 reasonable possibility of loss, including the specific nature of the contingency and an
estimate of the possible loss or range of loss, or a statement that such an esti mate cannot
be made.  Please revise your footnote disclosure accordingly or advise us.

2. Your policy disclosure in the second paragraph of this note states that “[w]here it is
considered probable for a material exposure to result and where the amount of the  claim
is quantifiable, provisions for loss are made based upon management’s assessment of the
likely outcome.”  Note that ASC 450 -20-25-2(a) does not provide a materiality condition
for loss recognition.  Also, the ability to quantify the amount of the cl aim appears to be a
higher threshold than being able to reasonably estimate the amount of loss, the condition
necessary for accrual under paragraph ASC 450 -20-25-2(b).  Please refer to this guidance
and the guidance found in paragraph ASC 450 -20-25-5, and revise your policy
accordingly.

3. Furthermore, we note it is your stated policy to not provide for claims that are unlikely to
result in a significant loss or claims where the amount of the loss cannot be reasonably
estimated.  The likelihood of a significa nt loss is not a condition for loss recognition
under generally accepted accounting principles.  Also, the requirement that the amount of
loss can be reasonably estimated should not delay accrual of a loss until only a single
amount can be reasonably estim ated.  Refer to the guidance in 450 -20-30-1 and revise
your policy accordingly, and advise us.

4. Please tell us your estimated range of reasonably possible loss, in aggregate for all
contingencies, in excess of what has been accrued in your financial statem ents.

Exhibit 1.3

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the
Three Months and Fiscal Year Ended March 2, 1013

Sources of Revenue, pages 7 and 8

5. We note your 2013 fourth quarter change in how you determine your total subscriber
account base.  Please tell us why you are not also presenting the total subscriber account
base that only includes subscribers that generate service revenues.  It appears this
information is useful to investors since it has a direct relationship with your service
revenues.  We note your disclosures on page 8 and the numeric subscriber base
disclosures on pages 9 and 18 of Exhibit 1.1.

6. In regard to the above comment, we note on page 18 you disclose the company has a
global su bscriber base of more than 76 million “users” as of the end of fiscal 2013.  Since
this metric includes accounts that are not active, it appears identifying it as “users” rather
than subscriber accounts may confuse what is in fact being disclosed.  Please advise us

Mr. Brian Bidulka
Research In Motion Limited
June 3, 2013
Page 3

 and explain to us your consideration of how to clarify this disclosure in the future, if
necessary.

*    *    *    *

Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclo sure in the filing to be certain that the filing includes
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.   Since the company and its management are in possession of all facts relating to a
company’s disclo sure, they are responsible for the accuracy and adequacy of the disclosures they
have made.

            In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Dean Suehiro, Senior Staff Accountant, at (202) 551 -3384  or Robert S.
Littlepage, Accountant Branch Chief,  at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact  me at (202) 551 -3810
with any other questions.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spirgel
Assistant Director

August 7, 2012
Via E -mail
Mr. Brian Bidulka
Chief Financial Officer
Research In Motion Limited
295 Phillip Street
Waterloo, Ontario
Canada, N2L 3W8

Re: Research In Motion Limited
Form 40-F for the fiscal year ended March 3, 2012
Filed April 9, 2012
File No. 0 -29898

Dear Mr. Bidulka:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spirgel
Assistant Director

June 13, 2012

Via E -mail
Mr. Brian Bidulka
Chief Financial  Officer
Research In Motion Limited
295 Phillip Street
Waterloo, Ontario
Canada, N2L 3W8

Re: Research In Motion  Limited
Form 40-F for the fiscal year ended March 3 , 201 2
Filed April 9, 2012
File No. 0-29898

Dear Mr. Bidulka:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing  any amendment to your filing and  the information you provide in
response to these comments, we may have  additional comments.

Form 40-F for the Year Ended March 3 , 201 2

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.

Mr. Brian Bidulka
Research In Motion Limited
June 13, 2012
Page 2

 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 smartp hones.
 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.  I n 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.

Revenue, page 22

3. Please expand the discussion to address the following comments.

 Discuss in more detail the underlying reasons for the significant decrease in revenue
attributable to sales in the United States and whether you expect this tren d to continue
or change and the reasons why.  We note that your market share decreased 41% to
23% in the current year and revenues from the United States decreased 46% from the
prior year.   We note your discussion on pages 24 and 39.
 Discuss the significan ce of having BlackBerry handheld devices in the market for
over a year without the timely introduction of the next generation of BlackBerry
handheld devices.  Discuss what hardware and software upgrades were necessary to
compete in the smartphone market an d why such upgrades were not identified sooner.
In addition, discuss how you corrected this issue to be more competitive in the
smartphone market.
 Discuss your BlackBerry 7 incentive plan and how such plan will impact your future
revenues.
 Tell us and exp lain why 300,000 BlackBerry PlayBook tablets shipped were not
recognized as revenues.  It is unclear from the Critical Accounting and Estimates
section of the MD&A what revenue recognition criteria were not met.  In addition,

Mr. Brian Bidulka
Research In Motion Limited
June 13, 2012
Page 3

 tell us in detail the nature o f your sell -through to end users and how you are
accounting for such sales.
 Refer to service revenue discussion.  Quantify the decrease in service revenues
related to the United States subscriber base.  In addition, discuss the reasons for such
decrease an d whether you expect this trend to continue or change and the reasons
why.
 Refer to the last paragraph.  Quantify the decrease in your United States smartphone
market share.  In addition, expand to discuss in detail whether you expect the factors
that cont ributed to such decrease will continue or change and the reasons why.  We
note your discussion on page 39.

Gross Margin, page 24

4. Since the Blackberry 7 is a new model, please tell us why no provision was recognized
for the Blackberry 6.

Cost of Sales, p age 41

5. Please expand to discuss the reasons for purchasing the patent and patent application and
how such purchases will impact your future revenues and results of operations.

*    *    *    *

Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.   Since the compa ny and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.

            In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action wi th respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Dean Suehiro, Senior Staff Accountant , at (202) 551 -3384  or Robert S.
Littlepage, Accountant Branch Chief,  at (202) 551 -3361 if you have questions regarding

Mr. Brian Bidulka
Research In Motion Limited
June 13, 2012
Page 4

 comments on the financial statements and related matters.  Please contact  Greg Dundas, Staff
Attorney at  (202) 551 -3436 or me at (202) 551 -3810 with any other questions.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spirgel
Assistant Director

June 29, 2011

Mr. Brian Bidulka  U.S. Mail and Fax (519- 888-7884)
Chief Financial Officer
Research In Motion Limited
295 Phillip Street
Waterloo, Ontario
Canada, N2L 3W8

Re: Research In  Motion Limited
Form 40- F for the fiscal year ended February 26, 2011
Filed March 29, 2011
File No. 0 -29898

Dear Mr. Bidulka:
 We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comm ents do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws o f the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

    rim_corresp.htm

May 31, 2011

BY ELECTRONIC SUBMISSION

Larry Spirgel, Esq.

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Subject:

Research In Motion Limited

Response to comment letter dated May 16, 2011

Form 40-F for the fiscal year ended February 26, 2011

Dear Mr. Spirgel:

This letter is in response to the comment letter dated May 16, 2011 (the “Letter”) from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) 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 headings used in the Letter.

COMMENT:

Exhibit 1.2

Note 10(c) Litigation, page 34

1.

Please refer to the $268 million Visto Litigation settlement on July 23, 2009.  We note in your 2009 Form 40-F you stated that “the likelihood of damages or recoveries and the ultimate amounts, if any, with respect to the litigation (or any related litigation) is not determinable.  Accordingly, no amount has been recorded in the consolidated financial statements as at February 28, 2009.”  Please tell us the specific reasons why you were unable to estimate the reasonably possible loss related to this litigation as of February 29, 2009 when it was settled five months later.

1

Response:

As of February 28, 2009, the worldwide litigation with Visto Corporation (“Visto”) included 6 active lawsuits.  In arriving at the conclusion that the litigation with Visto did not meet the reasonably possible threshold (as defined in Accounting Standard Codification (“ASC”) 450-20-50) as of February 28, 2009, the Company followed its process described in detail in the Company’s response, dated May 4, 2011, to the Staff’s comment letter, dated April 26, 2011, for analyzing and updating various litigation matters.   For the Visto litigation, updates were obtained from internal subject matter experts/litigation counsel who were involved with each of the active matters.

The Company’s assessment of the outstanding Visto litigation as of February 28, 2009 considered a variety of factors including; (i) the status of each of the individual cases between Visto and the Company globally; (ii) the technology and more specifically, the patents being disputed in each of the matters; (iii) the past and current developments for each of the cases; (iv) the possible defense options available; and (v) the advice of litigation counsel.  The Visto litigation was inherently complex in nature given the large number of matters in the United States and internationally, and there were also a number of significant changes or developments (such as changes to the patents in suit or rulings made by the courts) that increased the uncertainty associated with the ultimate outcome.  For example, it was uncertain which claims would actually be asserted against the Company by Visto in the United States District Court for the Eastern District of Texas, because of changes made to the claims of the patents asserted by Visto during on-going re-examination by the United States Patent and Trademark Office.  Further, there had been some rulings in favor of the Company in Canada and in Italy.  Based on all of the information available as of the time of filing of its 40-F for the fiscal year ended February 28, 2009, the Company asserts that its disclosure met the requirements of ASC 450-20-50, and specifically, the disclosure provisions related to unrecognized contingencies as it was not reasonably possible to conclude that the Company would suffer a loss as of that date.  The conclusion reached as of February 28, 2009 represented management’s best judgment of the Visto litigation based on the information available and consultation with subject matter experts and litigation counsel.

On July 16, 2009, the Company announced that it had entered in to an agreement to settle all outstanding worldwide litigation with Visto for a total payment of approximately $268 million.  The settlement agreement was concluded on July 23, 2009.  As described in the Company’s press release relating to the settlement issued on July 16, 2009 and in its Management’s Discussion and Analysis of Financial Condition and Results of Operations for the second quarter ended August 29, 2009 furnished to the SEC on Form 6-K on September 25, 2009, the payment made was in consideration of a number of elements, including the transfer of certain intellectual property from Visto.  The transfer of the intellectual property was a key element that led to the Company opting to settle the outstanding matters, and the possibility of including this element in the settlement arose

2

subsequent to the date of filing of the Company’s Annual Report on Form 40-F for the fiscal year ended February 28, 2009.

*          *          *

In connection with this response letter, the Company acknowledges that:

—

The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

—

Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filing; and

—

The Company may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

We trust that the foregoing adequately responds to the comments of the Staff.  Please contact me directly at (519) 888-7465 with any questions concerning this letter.

Yours truly,

RESEARCH IN MOTION LIMITED

/s/ BRIAN BIDULKA

Brian Bidulka, CA

Chief Financial Officer

cc:

Dean Suehiro, U.S. Securities and Exchange Commission

Carlos Pacho, U.S. Securities and Exchange Commission

Karima Bawa, Esq., Chief Legal Officer

S. Grant Gardiner, Esq., Corporate Secretary and Assistant General Counsel

Members of the Audit & Risk Management Committee of the Company’s Board of Directors:

Barbara Stymiest, John Richardson, David Kerr and Antonio Viana-Baptista

Bill Demers, Ernst & Young LLP

Boris Pavlin, Ernst & Young LLP

Riccardo Leofanti, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

Jeffrey Kerbel, Esq., Bennett Jones LLP

3

May 16, 2011

U.S. Mail and Fax (519-888-7884)
Mr. Brian Bidulka Chief Financial Officer Research In Motion Limited 295 Phillip Street Waterloo, Ontario Canada, N2L 3W8
Re: Research In Motion Limited
Form 40-F for the fiscal year ended February 26, 2011 Filed March 29, 2011 File No. 0-29898

Dear Mr. Bidulka:

 We have reviewed your response letter dated May 4, 2011 and your filings and have the
following comments.  As noted in our letter da ted April 20, 2011, we have limited our review to
only your financial statements and related disclo sures and do not intend to expand our review to
other portions of your documents.  Please provide us with the requested information so we may
better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.    Form 40-F for the Year Ended February 26, 2011

        Exhibit 1.2

Note 10(c) Litigation, page 34

1. Please refer to the $268 million Visto Litigation settlement on July 23, 2009.  We note in
your 2009 Form 40-F you stated that “the likelihood of dama ges or recoveries and the
ultimate amounts, if any, with respect to the litigation (or any relate d litigation) is not
determinable.  Accordingly, no amount has been  recorded in the consolidated financial
statements as at February 28, 2009.”  Please tell us the specific reasons why you were
unable to estimate the reasonabl y possible loss related to this litigation as of February 29,
2009 when it was settled five months later.

Mr. Brian Bidulka
Research In Motion Limited May 16, 2011 Page 2

Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in  the filing to be certain  that the filing includes
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.  Since the company and its management are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.
 You may contact Dean Suehiro, Senior Sta ff Accountant, at (202) 551-3384 or Carlos
Pacho, Senior Assistant Chief Accountant, at (202) 551-3385 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3810
with any other questions.
Sincerely,

  Larry Spirgel Assistant Director

CORRESP
1
filename1.htm

    rim_corresp.htm

May 4, 2011

BY ELECTRONIC SUBMISSION

Larry Spirgel, Esq.

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Subject:

Research In Motion Limited

Response to comment letter dated April 20, 2011

Form 40-F for the fiscal year ended February 26, 2011

Dear Mr. Spirgel:

This letter is in response to the comment letter dated April 20, 2011 (the “Letter”) from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) 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.

COMMENT:

Exhibit 1.2

Note 10(c) Litigation, page 34

1.

Please tell us why additional disclosures of the amount accrued and/or estimate of the reasonable possible loss in excess of the amount accrued are not required under ASC 450-20-50.

Response:

In arriving at the litigation disclosure contained in Note 10(c) of the annual consolidated financial statements on page 34 of Exhibit 1.2 (the “Litigation Note”), the Company considered the provision of Accounting Standard Codification (“ASC”) 450-20-50, and specifically, the disclosure requirements related to unrecognized contingencies.  The Company follows a standard quarterly process for updating the status of individual

1

litigation matters and determining what the appropriate accounting and disclosure requirements are.  The quarterly process is outlined below.

Following the conclusion of every reporting period and in preparation for its quarterly and annual filings, the Company prepares a detailed summary of the status of all outstanding litigation matters and any assertion letters received from third parties.  The document is jointly prepared by the Company’s financial reporting and internal legal teams, taking into consideration the advice received from external legal counsel representing or advising the Company in respect of such litigation matters and assertions.  In its final form, the summary represents the quarterly litigation memorandum (the “Litigation Memo”) that is used by the Company as the primary basis to determine (1) whether any accruals are necessary under the provisions of ASC 450-20-25-2 and (2) to determine the appropriate disclosures in the notes to the consolidated financial statements.  The Litigation Memo is prepared based on information provided by relevant subject matter experts and is reviewed by relevant legal and financial experts in relation to their areas of knowledge and responsibility, and is also provided to the Company’s external auditors.  The Litigation Memo is also provided to the members of the Company’s Audit & Risk Management Committee of the Board of Directors (the “A&RM Committee”) for review as part of the committee’s quarterly meeting materials.  An update from the Company’s Chief Legal Officer on on-going litigation matters is also a standing item on the agenda for the quarterly A&RM Committee meetings.

In arriving at the conclusions around disclosure as at February 26, 2011, the Company considered paragraphs 50-3 and 50-4 of ASC 450-20-50, which state:

Unrecognized Contingencies

50-3 Disclosure of the contingency shall be made if there is at least a reasonable possibility that a loss or an additional loss may have been incurred and either of the following conditions exists:

a.

An accrual is not made for a loss contingency because any of the conditions in paragraph 450-20-25-2 are not met.

b.

An exposure to loss exists in excess of the amount accrued pursuant to the provisions of paragraph 450-20-30-1.

50-4 The disclosure in the preceding paragraph shall include both of the following:

a.

The nature of the contingency.

b.

An estimate of the possible loss or range of loss or a statement that such an estimate cannot be made.

As previously mentioned, the Litigation Memo forms the basis of the Company’s conclusions on accounting and disclosure for litigation matters.  On a quarterly basis, the financial reporting team of the Company’s finance department assesses whether any of

2

the litigation matters or assertions meet the threshold of a “reasonable possibility” that the Company would incur a loss.

For the disclosure contained in the Litigation Note as of February 26, 2011, the Company performed an analysis of each individual matter and assertion outlined in the Litigation Memo performed as of the year end date and concluded that, based on the information in the updated Litigation Memo, no individual matter met the threshold of “reasonable possibility” of incurring a loss.  As such no disclosure of individual matters was included in the Litigation Note (with the exception of the Visto matter, a prior year item that had been settled and disclosed previously).  If a matter met the threshold of “reasonable possibility” of incurring a loss the Company would disclose the matter and the additional information as set out in ASC 450-20-50 and ASC 275-10-50-8 and ASC 275-10-50-9.

Further, the Company’s Litigation Note does include a comprehensive description of the nature of the litigation/contingencies that the Company is frequently subjected to, and outlines the judgment that is applied at arriving at conclusions relating to accounting and disclosure of these matters.  Finally, the Litigation Note refers readers to the content in the Company’s Annual Information Form and Management Discussion & Analysis where the current status and updates to the individual litigation matters are presented and discussed.

COMMENT:

Exhibit 1.3

Results of Operations – Fiscal 2011 Compared to Fiscal 2010 and Fiscal 2009

Revenue, page 17

2.

Based on your segment disclosures on page 44 of Exhibit 1.2, we note that your current U.S. revenues have decreased 9.2% from 2010 and your current U.S. revenues represent 39.3% of your total revenues as compared to 57.7% of 2010 total revenues.  Please tell us if the smartphones of your competitors (e.g., iPhone and Android) materially impacted your current U.S. revenues.  If so, tell us why your discussion did not discuss this factor and whether you expect this trend to continue or change.  In addition, tell us if you expect the smartphones of your competitors to materially impact your future business in other countries.

Response:

The Company notes that the decrease in U.S. revenues as a percentage of the Company’s total revenues in fiscal 2011 was primarily attributable to the growth of the Company’s revenues outside the United States.  However, as disclosed in the “Cautionary Note Regarding Forward-Looking Statements” section in the forepart of the MD&A, which cross-references the detailed discussion of competition in the “Risk Factors” section of the Company’s Annual Information Form (which, together with the MD&A and consolidated financial statements, forms the basis of the Company’s Annual Report on

3

Form 40-F), the wireless communications industry is subject to intense competition.  In particular, the market for smartphones in North America remains very competitive and, as disclosed in the discussion of gross margin in the MD&A for fiscal 2011, the Company is in the later stages of the product life cycle for its current portfolio of smartphones as the Company anticipates the planned launch of next generation versions of its smartphones in the second quarter of fiscal 2012 and beyond.

The Company proposes to address the Staff’s comment prospectively, beginning with the MD&A for the first quarter of fiscal 2012, ending May 28, 2011 (“Q1”), by expanding the discussion regarding the Company’s revenue and gross margin to more specifically address the impact of competition globally.  In particular, the Company intends to add disclosure to the MD&A for Q1 to focus attention on the highly competitive nature of the North American market, and the fact that the Company is not currently expecting improvements in North American growth in Q1 as a result of the maturity of the current BlackBerry product portfolio in that market and the anticipated launch of new products in subsequent quarters.  The Company will also expand its discussion of revenue and gross margin in the MD&A for Q1 to include the impact on its financial results of its recent entry into the tablet market, the BlackBerry PlayBook (“PlayBook”).  PlayBook was launched in the latter half of the quarter in a limited number of markets (please note that the Company also included a specific risk factor in its Annual Report on Form 40-F relating to its anticipated entry into the competitive tablet market).  To the extent that the Company witnesses a material impact  of competition in markets outside North America during a fiscal quarter, the Company intends to add additional disclosure to that effect.  In its proposed disclosure, the Company intends to emphasize the impact that its competitors could have on its business and results of operations by adding some of the language from its “competition” risk factor to the MD&A.

*          *          *

In connection with this response letter, the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filing; and

·

The Company may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

4

We trust that the foregoing adequately responds to the comments of the Staff.  Please contact me directly at (519) 888-7465 with any questions concerning this letter.

Yours truly,

RESEARCH IN MOTION LIMITED

/s/ Brian Bidulka

Brian Bidulka, CA

Chief Financial Officer

cc:

Dean Suehiro, U.S. Securities and Exchange Commission

Carlos Pacho, U.S. Securities and Exchange Commission

Karima Bawa, Esq., Chief Legal Officer

S. Grant Gardiner, Esq., Corporate Secretary and Assistant General Counsel

Members of the Audit & Risk Management Committee of the Company’s Board of Directors:

Barbara Stymiest, John Richardson, David Kerr and Antonio Viana-Baptista

Bill Demers, Ernst & Young LLP

Boris Pavlin, Ernst & Young LLP

Riccardo Leofanti, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

Jeffrey Kerbel, Esq., Bennett Jones LLP

5

April 20, 2011

U.S. Mail and Fax (519-888-7884)
Mr. Brian Bidulka Chief Financial Officer Research In Motion Limited 295 Phillip Street Waterloo, Ontario Canada, N2L 3W8
Re: Research In Motion Limited
Form 40-F for the fiscal year ended February 26, 2011 Filed March 29, 2011 File No. 0-29898

Dear Mr. Bidulka:

 We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other portions of your documents.
 Please provide us with
the requested information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 40-F for the Year Ended February 26, 2011

 Exhibit 1.2

Note 10(c) Litigation, page 34

1. Please tell us why additional disclosures of  the amount accrued and/or estimate of the
reasonable possible loss in excess of the amount accrued are not required under ASC
450-20-50.
 Exhibit 1.3

Results of Operations – Fiscal 2011 Co mpared to Fiscal 2010 and Fiscal 2009
Revenue, page 17

2. Based on your segment disclosures on page 44 of Exhibit 1.2, we note that your current
U.S. revenues have decreased 9.2% from 2010 and your current U.S. revenues represent

Mr. Brian Bidulka
Research In Motion Limited April 20, 2011 Page 2

39.3% of your 2011 total revenues as compared to 57.7% of 2010 total revenues.  Please
tell us if the smartphones of your competito rs (e.g., iPhone and Android) materially
impacted your current U.S. revenues.  If s o, tell us why your discussion did not discuss
this factor and whether you expect this trend to continue or ch ange.  In addition, tell us if
you expect the smartphones of your competitors to materially impact your future business
in other countries.

*    *    *    *
 Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in  the filing to be certain  that the filing includes
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.  Since the company and its management are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Dean Suehiro, Senior Sta ff Accountant, at (202) 551-3384 or Carlos
Pacho, Senior Assistant Chief Accountant, at (202) 551-3385 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3810
with any other questions.
Sincerely,    Larry Spirgel Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
       September 20, 2010

VIA INTERNATIONAL MAIL AND FAX

Mr. Brian Bidulka
Chief Financial Officer Research in Motion Limited 295 Phillip Street Waterloo, Ontario Canada, N2L 3W8
 RE: Research in Motion Limited
Form 40-F for the fiscal year ended February 27, 2010, as Amended
  Filed April 2, 2010
  File No. 000-29898

Dear Mr. Bidulka:
We have completed our review of your Form 40-F and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,
 /s/ Larry Spirgel
 Assistant Director

CORRESP
1
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    corresp.htm

September 7, 2010

BY ELECTRONIC SUBMISSION

Larry Spirgel, Esq.

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Subject:

Research In Motion Limited

Response to comment letter dated August 30, 2010

Dear Mr. Spirgel:

This letter is in response to the comment letter dated August 30, 2010 (the “Letter”) from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) to Mr. Brian Bidulka, Chief Financial Officer of Research In Motion Limited (the “Company”).

COMMENT:

Form 40-F for the Year Ended February 27, 2010, as Amended

Exhibit 1.2

Audited Consolidated Financial Statements

4.  Cash, Cash Equivalents and Investments, page 17

5.  Fair Value Measurements, page 19

1.

We note your response to comment one from our letter dated July 26, 2010.  It remains unclear to us how investment grade securities, such as government-sponsored enterprise notes, non-U.S. treasury bills and notes, and most recently, corporate bonds, may be deemed cash equivalents that are “readily convertible to known amounts of cash.”  Please explain to us in greater detail why you believe that you have the ability to liquidate these investments.  More specifically, tell us the nature of the liquid markets that you could access to exchange these investments for cash and the manner of liquidation.  Tell us how quickly the trades or liquidations have been or would be settled in cash.  Are you required to wait until maturity to receive cash for any of the aforementioned investments?  If

1

sold prior to maturity date, would there be any loss in the principal or would they sell at par value?  Additionally, could these investments lose value if the credit rating of the issuer is downgraded prior to maturity?

Response:

The Company disclosed the following government sponsored enterprise notes (“GSEN”) and non-U.S. treasury bills as cash equivalents as at February 27, 2010:

Table 1

Investment Category

Number of Securities

Fair Value (US$000’s)

Nature of the Investments

Original Terms

Remaining Terms

GSEN

3

$ 92,272

Farmer Mac, rated AAA

3 to 8 days, weighted average of 3 days

2 to 6 days, weighted average of 2 days

Non-U.S. treasury bills

3

$ 69,957

Canadian federal and provincial treasury bills, rated A-1+

13 to 27 days, weighted average of  11 days

5 to 18 days, weighted average of 6 days

The Company did not hold any corporate bonds that were classified as cash equivalents as at February 27, 2010.

In arriving at the disclosure in Table 1, the Company concluded that each of the investments classified as cash equivalents met the criteria outlined in the glossary of Accounting Standard Codification 230 Statement of Cash Flows.  The principal factors considered in arriving at the conclusion on disclosure and the Company’s ability to readily convert the investments into known amounts of cash are outlined in the paragraphs below.

As depicted in Table 1, the terms of the GSEN and non-U.S. treasury bills are of very short duration and, as such, are highly unlikely to be devalued by a ratings change or a change in interest rates by a reportable amount (the Company’s financial statements and accompanying notes are presented in thousands of U.S. dollars).  More specifically, the original terms represent a weighted average of 3 days for the GSEN and 11 days for the non-U.S. treasury bills as at February 27, 2010.  Further, the respective remaining terms are a weighted average of 2 days and 6 days, respectively further reducing the risk of devaluation and/or a change in the expected amount of cash to be generated from these holdings.  Further, although all debt securities are subject to credit risk (including issuer downgrades), the combination of the very short terms of the investments, the highest available investment ratings and their liquidity, as described below, mitigates the exposure to a decrease in value of the investments and the amount of cash to be realized on disposal of the investments due to a change in the attributes.

2

Each of the investments listed in Table 1 is considered to be available for sale.  However, the Company’s typical practice is to not dispose of these types of investments prior to their maturity.  Further, it should also be noted that as at February 27, 2010, the Company held approximately $535 million of cash on deposit with various financial institutions.  At this level of available cash, the Company did not have a requirement to dispose of any of the cash equivalents to meet its short-term operational or investment related cash flow requirements.  Finally, for each of these items, the Company did ultimately dispose of the investments at maturity for the anticipated value.

Market Overview - GSEN

The purchase and sale of these investments involves the Company obtaining prices for a security from multiple primary dealers.  The Company has currently identified 18 primary dealers and each dealer holds positions in each of the GSEN securities shown as cash equivalents in Table 1.  These same primary dealers also have an implied obligation to maintain liquidity for these investments, based upon their requirement to provide liquidity for U.S. treasuries.  In all cases, pricing information is readily available for these investments at the time of sale.  If the Company agrees to one of the prices (the most beneficial price for the Company), it will authorize the dealer to execute the trade, the trade will be confirmed by the dealer within minutes of providing the authorization and the transaction will be settled later that same day or within one (1) business day (unlike other securities that settle on a T+3 cycle, GSEN settle on a T+1 cycle).  The Company may, but it is not common practice for these investments, sell the security prior to maturity.  However, under these circumstances, the difference in the proceeds the Company would receive and the cost paid would be de minimis given the short term of the investments.  It is important to note that these investments also carry the implied guarantee of the U.S. government.  As such, the Company considers the market for GSEN to have adequate liquidity to support the transacting of GSEN when required.

Market Overview - Non-U.S. Treasury Bills

The purchase and sale of these investments involves the Company asking for a price for a desired security from multiple investment dealer arms of Schedule I and Schedule II banks1.  The Company has identified 10 dealers for these types of investments.  In all cases, pricing information is available for these investments at the time of sale.  If the Company agrees to one of the prices (the most beneficial price for the Company), it will authorize the dealer to execute the trade, the trade will be confirmed by the dealer within minutes of providing the authorization and the transaction will be settled later that same day or within one (1) business day (no greater than a T+1 cycle).  The Company may, but it is not common practice for these investments, sell the security prior to maturity.

______________________

1 A Schedule I bank is a bank organized or formed under the Bank Act (Canada) that is not a subsidiary of a foreign bank.  A Schedule II bank is a bank organized or formed under the Bank Act (Canada) that is a subsidiary of a foreign bank.

3

However, under these circumstances, the difference in the proceeds the Company would receive and the cost paid would be de minimis as transactional costs for these investments are minimal and the securities are priced at a discount to face value that reduces with passage of time.  As such, the Company considers the market for the non-U.S. treasury bills to have adequate liquidity to support the transacting of these investments.

*                       *                       *

In connection with this response letter, the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filing; and

·

The Company may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

We trust that the foregoing adequately responds to the comments of the Staff.  Please contact me directly at (519) 888-7465 with any further questions concerning this response.

Yours truly,

RESEARCH IN MOTION LIMITED

/s/ Brian Bidulka

Brian Bidulka, CA

Chief Financial Officer

cc:

Karima Bawa, Esq., Senior Vice President, Legal

S. Grant Gardiner, Esq., Corporate Secretary and Assistant General Counsel

Members of the Audit & Risk Management Committee of the Company’s Board of Directors:

Barbara Stymiest, John Richardson, David Kerr and Antonio Viana-Baptista

Bill Demers, Ernst & Young LLP

Boris Pavlin, Ernst & Young LLP

Riccardo Leofanti, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

Jeffrey Kerbel, Esq., Bennett Jones LLP

4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D .C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       August 31, 2010

VIA INTERNATIONAL MAIL AND FAX  (519)-885-0848
Mr. Brian Bidulka
Chief Financial Officer
Research in Motion Limited
295 Phillip Street
Waterloo, Ontario
Canada, N2L 3W8

 RE: Research  in Motion Limited
Form 40-F for the fi scal y ear ended February 27, 2010 , as Amended
  Filed April 2, 2010
  File No. 000-29898

Dear Mr. Bidulka :

We have  reviewed your response letter dated August 9, 2010 and your filings and have
the following comments.  Please provide us with  the requested  inform ation so we may better
understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to y our facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may have
additional comments.

Form 40 -F for the Year Ended February 27, 2010 , as Amended

Exhibit 1.2
 Audited Consolidated Financial Statements
4. Cash, Cash Equivalents and Investments, page 17
5. Fair Value Measurements, page 19

1. We note your response to comment one from our letter dated July 26, 2010.  It remains
unclear to us how investment grade securities, such as government -sponsored enterprise
notes, non -U.S. treasury bills and notes, and most recently, corporate bonds, may b e
deemed cash equivalents that are “ readily convertible to known  amounts of cash.”   Please

Mr. Brian Bidulka
Research in Motion Limited
July 26, 2010
Page 2

explain to us in greater detail why you believe that you have the ability to liquidate these
investments.  More specifically, t ell us the nature of the liquid market s that you could
access to exchange these investments for cash and the manner of liquidation .  Tell us  how
quickl y the trades or liquidations have been or would be settled in cash.  Are you required
to wait until maturity to receive cash for any of th e aforementioned investments?  If sold
prior to  the maturity date, would there be an y loss in the principal or would they sell at
par value ?  Additionally,  could these investments lose value if the credit rating of the
issuer is downgraded prior to maturity?

*    *    *    *

Please respond to these comments through correspondence over EDGAR within 10
business days or tell us when y ou will provide us with a response.  You may contact Kathryn
Jacobson, Senior  Staff Accountant, at (202) 551-3365  or Ivette Leon, Assistant Chief Accountant
at (202) 551 -3351 if you have questions regarding comments on the financial statements and
related matters.  Pleas e contact me at (202) 551 -3810 with any other questions.

       Sincerely,

       Larry Spirgel
       Assistant Director

CORRESP
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August 9, 2010

BY ELECTRONIC SUBMISSION

Larry Spirgel, Esq.

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Subject:

Research In Motion Limited

Response to comment letter dated July 26, 2010

Dear Mr. Spirgel:

This letter is in response to the comment letter dated July 26, 2010 (the “Letter”) from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) 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.

COMMENT:

Form 40-F for the Year Ended February 27, 2010

Exhibit 1.2

Audited Consolidated Financial Statements

4. Cash, Cash Equivalents and Investments, page 17

5. Fair Value Measurements, page 19

1.

We note your response to comment one from our letter dated May 24, 2010.  Please disclose your policy for determining which short-term, highly liquid investments that satisfy the cash equivalent definition are treated as cash equivalents.  Tell us why it is appropriate to classify certain investments, notably, commercial paper, corporate notes/bonds and government-sponsored enterprise notes both as cash equivalents and short-term investment.  Refer to ASC Topic 230-10-45-6.

1

Response:

The Company classifies its various investment holdings in accordance with the applicable United States Generally Accepted Accounting Principles (“U.S. GAAP”) standards.  For cash and cash equivalents, the Company applies the provisions of ASC 230 Statement of Cash Flows (“ASC 230”), which defines cash equivalents as short-term, highly liquid investments that are both: (a) readily convertible to known amounts of cash; and (b) so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.  ASC 230 further specifies that generally, only investments with original maturities of three months or less qualify under that definition.

Cash Equivalents

The Company’s policy for classification of investments as Cash Equivalents, as disclosed in Note 1 of the notes to the Company’s consolidated financial statements for the fiscal year ended February 27, 2010, is as follows:  “Cash and cash equivalents consist of balances with banks and liquid investments with maturities of three months or less at the date of acquisition.”

As of each reporting date, the Company performs an assessment of the nature, term and intent for each of the securities in its investment portfolio, including commercial paper and corporate notes/bonds, and government sponsored enterprise notes (“GSEN”). Documentation to support the proper classification and external presentation requirements under U.S. GAAP is prepared and maintained in the Company’s books and records.

In determining the appropriate classification of investments as at February 27, 2010, the Company considered the characteristics of each investment, including the applicable investment rating, its liquidity and the original term/maturity date.  The Company’s portfolio of holdings of commercial paper and corporate notes/bonds, and GSEN classified as cash equivalents as at February 27, 2010 consistent of 45 investments, all with investment grade ratings of A-2 or higher.  Ratings information was obtained through Bloomberg and represents external data from Standard & Poor’s and Moody’s Investor Services (“Moody’s”).    The high quality ratings are a key factor that increases the trading activity and demand for instruments, thereby increasing the liquidity of such instruments.  Further, the original maturity terms associated with each of the purchases mean that the investments will be converted into a known amount of cash within a maximum of 90 days after the initial acquisition.  The combination of the high liquidity characteristics and the associated short original maturity terms of the applicable investments demonstrate that there is an insignificant risk of change in value because of changes in market interest rates over the remaining term of the securities.  The maturity dates of the investments also fall within the three month quantitative guideline for classification as cash equivalents provided in the Company’s accounting policy for cash equivalents and in ASC 230.

2

Finally, it is the Company’s practice to utilize these types of highly liquid investments as an integral part of its approach for the management of short-term excess cash balances.  The instruments classified as cash equivalents can be characterized as temporary or short-term placements of excess cash and are not part of a long-term investment approach.  Therefore, the Company concluded that presentation of these investments as cash equivalents is appropriate as it is consistent with the Company’s strategy to manage its cash position and operating funds.

Short-Term Investments

The Company’s policy for classification of investments as Short-Term Investments, as disclosed in Note 1 of the notes to the Company’s consolidated financial statements for the fiscal year ended February 27, 2010, is as follows:  “Investments with maturities of one year or less, as well as any investments that management intends to hold for less than one year, are classified as short-term investments.  Investments with maturities in excess of one year are classified as long-term investments.”

As at February 27, 2010, the Company’s portfolio consisted of 16 investments in commercial paper and corporate bonds/notes, and eight investments in GSEN.  For items in these two categories, the latest maturity date was Dec 31, 2010, which was less than one year from the Company’s fiscal year end.

Although the investments classified as cash equivalents and short-term investments all (1) have high quality investment grade ratings; (2) form an integral part of the Company’s approach for the management of short-term excess cash balances; and (3) do not form part of a long-term strategy, and lack an associated intent  of the Company to hold the investments for a period beyond a year, the items were classified as short-term investments rather than cash equivalents because the original term for these investments is in excess of three months.

The Company recognizes that ASC Topic 230-10-45-6 does permit cash equivalents to be classified as short-term investments.  However, based on the definitions set out in ASC 230 and the specific terms and characteristics of its investments, the Company concluded that it is more appropriate to classify its investments with an original term of 90 days or less as cash equivalents as the criteria for classification as such have been met, and to classify investments with an original term in excess of 90 days that will mature within one year of the reporting date as short-term investments as the criteria for such classification have been met.  In reaching these conclusions, the Company believes that the information presented more accurately reflects its approach to the management of its cash balances and concluded that the presentation provides more useful and relevant information to the users of the Company’s consolidated financial statements.

3

COMMENT:

2.

It remains unclear to us if you rely on third parties to determine the fair value of your investments or merely to obtain observable inputs consisting primarily of quoted prices.  Also we note that you use  “standard observable inputs” to determine the fair value of various investments such as banker acceptances, term deposits/certificates, commercial paper and corporate notes/bonds classified as Level 2 but do not disclose the inputs specific to each investment category.  Please revise your proposed disclosure as follows.  For each major Level 2 and Level 3 investment category that you identified on page 20, please disclose how you estimated fair value and

·

disclose the underlying valuation technique used and pertinent valuation inputs.

·

if you utilize internally developed models to estimate fair value to corroborate or in lieu of third party valuations, please describe the model in detail, how it differs from other model-based valuation techniques and how it incorporates pertinent market-based observable inputs.  State whether you use this model to determine the ultimate fair value of all your investments.

·

describe your set tolerance level for third party pricing inputs, to the extent you adjust such inputs.

·

distinguish the inputs and related valuation that you utilize for both active markets and markets that are not active.

·

quantitatively and qualitatively describe how you evaluated the significant characteristics of your major investments to determine the relevant inputs.

Please provide us your proposed disclosure.

Response:

In an effort to further clarify the Company’s processes to establish the fair value of individual investments, an overview of the procedures performed by the Company is outlined below.

Process for Establishing Fair Value

In determining the fair value of its investment holdings, the Company does not solely rely on pricing obtained from State Street Global Pricing Services (“State Street”), its investment custodian and independent pricing service, to establish fair value of those securities that are not actively traded.  The Company first performs its own pricing of the investments in the portfolio using standard/recognized valuation methods based on observable inputs outlined in the Company’s revised disclosure in Appendix A to this response, and subsequently compares this output to the State Street pricing data to corroborate the independent pricing information utilized for the determination of the fair value of its investments.

4

Overview of Internal Pricing Process

Initially, the observable inputs used in the Company’s pricing analysis (outlined in Appendix A for each investment category) for each investment category are obtained from Bloomberg.  The Company does not use any proprietary valuation techniques/models.  The models used in the determination of the fair value of its portfolio are industry standard cash flow models as further described in Appendix A.  Independent of the Company’s process, State Street determines its own pricing for the same categories and list of investments and provides the results to the Company.  If the difference between the Company’s price and the State Street price for an individual security exceeds a pre-determined threshold (plus or minus half of a basis point as at February 27, 2010), the Company will question or challenge the State Street result through State Street’s standard challenge process.  The Company has submitted pricing challenges to State Street on several occasions, and on at least one occasion, State Street has modified its pricing to align with the Company’s internal analysis.  For all other instances, the Company has adopted the pricing provided by State Street as its fair value for the particular investment.  For any challenge submitted, the Company maintains the documentation provided to State Street as well as the revised pricing analysis for its accounting records.  This demonstrates that the Company regularly corroborates the validity of the final pricing/fair value received from external parties.

State Street Pricing Methodologies

In addition to the comparison of fair values outlined above, the Company has a detailed understanding of the pricing methodologies and the observable inputs used by the agencies that provide pricing information to State Street.  Further, State Street has provided the Company with an overview of its valuation methodologies that are utilized for the pricing of specific asset classes and this process documentation is used to assess the reasonableness of its methodologies and inputs.   State Street also engages an independent third party to provide a SAS opinion on its pricing practices and internal controls, which the Company reviews to ensure that the design and operation of the internal controls are satisfactory.

For bankers’ acceptances term deposits/certificates and commercial paper, State Street utilizes an amortized cost approach as the short-term nature of the securities approximates fair value.  For corporate notes/bonds (other than those classified as level 3), U.S. treasury bills/notes, non-U.S. treasury bills/notes, U.S. GSEN, non-U.S. GSEN and asset backed securities, the independent third party provides fair values determined from quoted prices that it obtains from vendors. The prices are reviewed for completeness, tolerance and accuracy by the independent third party based on its documented practices.  The Company then corroborates the fair values received from State Street against the results of its internal valuation in order to corroborate the pricing provided by State Street.

5

GSEN and Asset Backed Securities

As at February 27, 2010, the Company’s investment portfolio included approximately $450 million of both US based and non-US based GSEN, and $400 million of asset back securities that were categorized as Level 2 fair value measures in Note 5 to the consolidated financial statements for the year ended February 27, 2010.  The Company concluded that it is appropriate to include the fair value of these investments in Level 2 as observable inputs for each of the individual items in these categories were available as of the reporting date.  An outline of the categories of investments, and their primary observable inputs are as follows (see Appendix A for further details):

·

Prices for U.S. GSEN are determined from quoted prices from vendors for identical securities as provided by U.S. government bond dealers or prices as provided by the published index of US Agency securities.  This is considered to be an observable input and as such, meets the criteria for classification as a Level 2 fair value measurement.

·

Prices for non-U.S. GSEN are determined from quoted prices from vendors for identical securities, or the market prices of similar securities adjusted for observable inputs such as differences in maturity dates, interest rates and credit ratings.  Quoted prices from vendors for identical securities are observable by market participants.  All of the inputs used in the fair value determination are readily obtainable from Bloomberg and observable to market participants.  As such, the Company concluded that disclosure of these investments as a Level 2 fair value measurement was appropriate;

·

Prices for Asset Backed Securities are determined using quoted prices from vendors for identical securities, or the market prices of similar securities adjusted for different observable inputs such as differences in swap rates and spreads, credit ratings, pricing changes relative to asset class, priority in capital structure, principal payment windows, and maturity dates.  The Company obtains the inputs from either Bloomberg or Moody’s and as such, the inputs are observable to market participants. Therefore, the Company concluded that disclosure of these investments as a Level 2 fair value measurement was appropriate.

Revised Disclosure

As requested in the Letter, the Company’s proposed revised disclosure to address the requirements outlined by the Staff is included in Appendix A to this response.  The revised disclosure includes: (1) an expanded number of investment categories for disclosure in its fair value note to the consolidated financial statements, and (2) additional qualitative discussion of the valuation techniques, observable inputs and overall process utilized to establish the fair value of its Level 2 and Level 3 investments.   The disclosure

6

will be included in future filings and the Company will also expand its tabular presentation of investment categories t

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       July 26, 2010

VIA INTERNATIONAL MAIL AND FAX (519)-885-0848
Chief Financial Officer
Research in Motion Limited
295 Phillip Street
Waterloo, Ontario
Canada, N2L 3W8

 RE: Research in Motion Limited
Form 40-F for the fiscal year ended February 27, 2010, as Amended
  Filed April 2, 2010
  File No. 000-29898

Dear Mr. Bidulka:

We have reviewed your response letter dated July 16, 2010 and your filings and have the
following comments.  As noted in our letter dated May 24, 2010, we have limited our review to
only your financial statements and related disclo sures and do not intend to expand our review to
other portions of your documents.  Please provide us with the requested information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 40-F for the Year Ended February 27, 2010

Exhibit 1.2
 Audited Consolidated Financial Statements
4. Cash, Cash Equivalents and Investments, page 17
5. Fair Value Measurements, page 19

1. We note your response to comment one from our letter dated May 24, 2010. Please disclose your policy for determining which short-term, highly liquid investments that satisfy the cash equivalent definition are treated as cash equivalents. Tell us why it is appropriate to classify

Mr. Brian Bidulka
Research in Motion Limited
July 26, 2010 Page 2
certain investments, notably, commercial paper, corporate notes/ bonds and government-sponsored enterprise notes both as cash equivale nts and short-term investment. Refer to ASC
Topic 230-10-45-6

2. It remains unclear to us if you rely on third parties to determine the fair value of your investments or merely to obtain observable inputs consisting primarily of quoted prices. Also we note that you use “standard observable inputs” to determine the fair value of various investments such as banker acceptances, term deposits/certificates, commercial paper and corporate notes/bonds classified as Level 2 but do not disclose the inputs specific to each investment category. Please revise your proposed disclosures as follows. For each major Level 2 and Level 3 investment category that you identified on page 20, please disclose how you estimated fair value and

• disclose the underlying valuation technique used and pertinent valuation inputs.
• if you utilize internally developed models to estimate fair value to corroborate or in lieu of third party valuations, please describe the model in detail, how it differs from other model-based valuation techniques and how it incorporates pertinent market-based observable inputs. State whether you use this model to determine the ultimate fair value of all your investments.
• describe your set tolerance level for third party pricing inputs, to the extent that you adjust such inputs.
• Distinguish the inputs and related valuation that you utilize for both active markets and markets that are not active.
• Quantitatively and qualitatively describe how you evaluated the significant characteristics of your major investments to determine the relevant inputs.

Please provide us your proposed disclosure.

*    *    *    *

Please respond to these comments through correspondence over EDGAR within 10
business days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Brian Bidulka
Research in Motion Limited
July 26, 2010 Page 3
 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or Ivette
Leon, Assistant Chief Accountant at (202) 551-3351 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.

       S i n c e r e l y ,

       L a r r y  S p i r g e l
       A s s i s t a n t  D i r e c t o r

CORRESP
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July 16, 2010

BY ELECTRONIC SUBMISSION

Larry Spirgel, Esq.

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Subject:

Research In Motion Limited

Response to comment letter dated May 24, 2010

Dear Mr. Spirgel:

This letter is in response to the request from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) that Research in Motion Limited (the “Company”) document a verbal response to an additional question relating to the Company’s response (the “Response”) to the comment letter dated May 24, 2010 to Mr. Brian Bidulka, Chief Financial Officer of the Company.  The Company’s response to the additional question set forth below corresponds to the verbal response provided on a telephone call on June 24, 2010 among James Yersh, Vice-President, Controller of the Company, Riccardo Leofanti of Skadden, Arps, Slate, Meagher & Flom LLP, the Company’s U.S. securities counsel, and Kathryn Jacobson, Senior Staff Accountant of the Staff.

COMMENT:

With respect to your response to Comment No. 1, in concluding that your expanded disclosure complies with the ASC topic, did you consider the implementation guidance of quantitative inputs relating to 2010 reporting periods?  The guidance is found in sub-topic 55-22(a) and 22(b) of ASC topic 820-10-50-2(e).

Response:

The Company did consider the implementation guidance related to disclosure of quantitative inputs in sub-topic 55-22(a) and 22(b) of ASC topic 820-10-50-2(e) when concluding that the expanded disclosure relating to the fiscal 2010 and 2011 reporting periods complied with the specified provisions outlined therein.  It should be noted that the Company furnished its quarterly report for the first quarter of fiscal 2011 (ended May 29, 2010) on Form 6-K on June 25, 2010 with the revised disclosure proposed in the Response incorporated into Note 3 to the unaudited consolidated financial statements.  Specifically, the Company considered the applicability of the guidance on the items categorized as Level 2 and Level 3 with a separate analysis of each presented below.

Level 2

The balance of the Company’s Level 2 disclosure was comprised of 182 individual investments and 480 foreign exchange contracts for the fiscal year ended February 27, 2010, and the equivalent balance for the first quarter of fiscal 2011 included 200 individual investments and 582 foreign exchange contracts.  Each of the individual financial instruments has different characteristics, such as the applicable interest rates and maturity dates.  Given the large number of items within the Level 2 category, the Company determined that including detailed quantitative information for each investment was impractical and would not be meaningful to investors and other users of the Company’s financial statements.  As an alternative, the Company chose to disclose the methodology, approach and list of variables used in the valuation of each of the investment/asset categories as outlined in the Response.

On a quarterly basis, the Company also reviews the completeness of its disclosure by completing a series of GAAP disclosure checklists for disclosure compliance with the applicable accounting guidance. The Company also compared its disclosure in this area to other large issuers within the technology industry that have similar investment categories identified in their financial statements.  The results of the benchmarking exercise showed that the Company’s revised disclosure is consistent with the disclosures of the Company’s peers noted above.

Based on the analysis outlined above, the Company concluded that its revised disclosure for Level 2 instruments (included in both the Response and the Company’s quarterly report for the first quarter of fiscal 2011) complies, in all material respects, with the provisions of ASC 820-10-50-2(e).

Level 3

The Company’s Level 3 investments are comprised of two types of securities, namely investments in securities obtained as a payment-in-kind distribution of a former

Structured Investment Vehicle (“SIV”) and Auction Rate Securities (“ARS”).  Investments classified as Level 3 represented approximately 1.97% (approximately $47 million) of the Company’s available-for-sale investment portfolio that was remeasured at fair value as of the end of the Company’s 2010 fiscal year.  As of the end of the first quarter of fiscal 2011, Level 3 investments represented approximately 1.59% (approximately $46 million) of the Company’s available-for-sale investment portfolio that was remeasured at fair value.

For the SIV, the Company elected to participate in a restructuring of the initial investment as a result of its placement with an enforcement manager.  As a result of the restructuring, the Company received a nominal ownership percentage in approximately 350 different investments, which represents the securities initially underlying the SIV.  After completing its analysis of the disclosure requirements in ASC 820-10-50-2(e) and associated implementation guidance, the Company determined that, given the large number of items within the Level 3 category, including detailed quantitative information for each investment was not practical and would not be meaningful to investors and other users of the Company’s financial statements.   The associated fair value of the investments underlying the SIV was $15.1 million for the 2010 fiscal year and $13.3 million as of the end of the first quarter of fiscal 2011.  The balance of the SIV is also not material to the Company’s consolidated financial statements and as a result of these factors, the Company did not include any quantitative disclosure related to the inputs on the valuation of the individual securities.

For the ARS, the associated fair value of the investments of $32.8 million for both the 2010 fiscal year ended February 27, 2010 and the first quarter of fiscal 2011 was also not considered to be material to the Company’s consolidated financial statements.  After completing its analysis of the disclosure requirements in ASC 820-10-50-2(e) and associated implementation guidance, the Company determined that omitting the quantitative disclosure would not render the consolidated financial statements misleading.

Additional disclosure on the two categories of Level 3 assets was provided in the Company’s MD&A, beginning on page 43, for the fiscal year ended February 27, 2010 and additional context related to the risks associated with the investments was included.

*                      *                      *

In connection with this response letter, the Company acknowledges that:

—

The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

—

Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filing; and

—

The Company may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

We trust that the foregoing adequately responds to the comments of the Staff.  Please contact me directly at (519) 888-7465 with any further questions concerning this letter or the Response.

Yours truly,

RESEARCH IN MOTION LIMITED

/s/ BRIAN BIDULKA

Brian Bidulka, CA

Chief Financial Officer

cc:

Karima Bawa, Esq., Senior Vice President, Legal

S. Grant Gardiner, Esq., Corporate Secretary and Assistant General Counsel

Members of the Audit & Risk Management Committee of the Company’s Board of Directors:

Barbara Stymiest, John Richardson, David Kerr and Antonio Viana-Baptista

Bill Demers, Ernst & Young LLP

Boris Pavlin, Ernst & Young LLP

Riccardo Leofanti, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

Jeffrey Kerbel, Esq., Bennett Jones LLP

CORRESP
1
filename1.htm

    rim_corresp.htm

Privileged & Confidential

June 7, 2010

BY ELECTRONIC SUBMISSION

Larry Spirgel, Esq.

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Subject:

Research In Motion Limited

Response to comment letter dated May 24, 2010

Dear Mr. Spirgel:

This letter is in response to the comment letter dated May 24, 2010 (the “Letter”) from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) 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:

COMMENT:

5.

Fair Value Measurements, page 19.

1.

We note that approximately 98% of your assets measured at fair value on a recurring basis are categorized under Level 2.  Further, we note that if you disagree with the pricing from the service provider, you will challenge the pricing and work with the service provider to determine the most reasonable fair value.  In this regard, please

·

Tell us why it is appropriate to report, under Level 2, certain of the service provider valuations which are subsequently adjusted to conform with your internally developed models.

·

Disclose the inputs and valuation techniques used to measure the fair value of each major security type separately identified on page 20.  Refer to ASC Topic 820-10-50-2(e).

1

Privileged & Confidential

Response:

The Company has designed and implemented a series of quarterly processes and procedures to determine the appropriate fair value and classification (i.e. Level 1, Level 2 or Level 3) for the individual investments within its investment portfolio.  The processes and procedures were initially designed/implemented upon adoption by the Company of the provisions of Accounting Standards Codification (“ASC”) Topic 820-10 and have been updated to keep current with changes to the accounting standards.  The processes and procedures include the Level 2 pricing procedures outlined below.

Level 2 Pricing Procedures

Pricing information provided by State Street Corporation (“State Street”) represents the primary third party source applied in the determination and validation of fair value of the Company’s Level 2 investment holdings.   State Street provides pricing for the Company’s investment portfolio through its Global Pricing Services team, which utilizes comprehensive pricing services such as FT Interactive Data and JPMorgan Pricing Direct.

As disclosed in note 5 to the annual consolidated financial statements for the fiscal year ended February 27, 2010, the Company also performs its own pricing analysis for its investment portfolio based on observable inputs other than quoted prices on a quarterly basis and compares these prices to those provided by State Street.  If the variance between the internally developed pricing and the State Street pricing exceeds a reasonability band of +/- 50 basis points, the Company will first perform a review of certain other benchmarks, such as: month-to-month price changes; changes in price of the security being valued versus other similar securities in the Company’s investment portfolio; similar prices available in the market; spreads, and benchmark yield curves.  If the Company believes the variance is still not justified, it will seek input from an independent broker/dealer before challenging the price with State Street.

The Company challenged State Street on its pricing of two specific securities that were categorized as asset-backed securities in note 5 to the annual consolidated financial statements for the fiscal year ended February 27, 2010 as State Street reported increased spreads, and thus reduced pricing, over and above that expected by the Company.  As a result of these challenges State Street provided revised pricing, reducing the combined market value of these two securities from approximately US$24,060,816 to approximately US$23,739,488, a net reduction of approximately US$321,328.

Note for the fiscal year ended February 28, 2009, presented for comparative purposes in the Company’s annual audited financial statement for the fiscal year ended February 27, 2010, three State Street prices were initially challenged by the Company but no changes were made.

2

Privileged & Confidential

As the valuation of these securities continued to be based on observable inputs other than quoted prices, the Company concluded that it was appropriate to report these securities as Level 2 investments.

To address the Staff’s request to disclose the inputs and valuation techniques used to measure the fair value of each major security type separately identified, as outlined in ASC Topic 820-10-50-2(e), the Company will expand upon its previous disclosure, in future filings, as follows:

The carrying amounts of the Company’s cash and cash equivalents,  accounts receivable, other receivables, accounts payable and accrued liabilities, approximate fair value  due to their short maturities.

In determining the fair value of investments held, the Company primarily relies on an independent third party valuator for the fair valuation of securities. Pricing inputs used by the independent third party valuator are generally received from two primary vendors.  The pricing inputs are reviewed for completeness and accuracy, within a set tolerance level, on a daily basis by the independent third party valuator.  The Company also reviews and understands the inputs used in the valuation process and assesses the pricing of the securities for reasonableness.

The fair value of money market funds was derived from quoted prices in active markets for identical assets or liabilities.

The fair value of banker acceptances and term deposits/certificates, commercial paper and corporate notes/bonds (other than those classified as Level 3), treasury bills/notes, and government sponsored enterprise notes is determined using standard observable inputs such as reported trades, benchmark yields, benchmark curves (including Treasury benchmarks, LIBOR and swap curves), broker/dealer quotes, issuer spreads, benchmark securities, bids and offers. For those commercial paper and corporate notes/bonds classified as Level 3, fair value is estimated using payments received, historical prices realized on sales, and defaults experienced.

The fair value of asset backed securities is derived from cash flow pricing models using observable inputs such as maturity dates, prepayment speeds, credit ratings, security structure, default rates, and contractual terms to determine timing and amount of future cash flows.

The fair value of auction rate securities is estimated using a discounted cash flow model incorporating maturity dates, contractual terms and assumptions concerning liquidity and credit adjustments of the security sponsor to determine timing and amount of future cash flows.

3

Privileged & Confidential

The fair value of currency forward and option contracts has been determined using standard calculations/models based on foreign currency exchange rates, volatilities and interest rates. The estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. Changes in assumptions could have a significant effect on the estimates.

The Company believes that the expanded disclosure complies with the provisions of ASC Topic 820-10-50-2(e).

COMMENT:

Exhibit 1.3

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended February 27, 2010

Revenues, page 22

2.

We note that in a recent earnings call, you stated that “The globalization of RIM’s business was a huge driver of growth in the fourth quarter and we expect this trend to continue…In Q4 approximately 48% of revenue came from outside of North America and approximately 38% of BlackBerry subscriber base is now from international markets.”  Please expand your MD&A to address your growth in markets outside of North America and its impact on top line revenues and gross margins.  In this regard, we note that sales to those markets for all of fiscal 2010 accounted for only 37% of your total revenues as disclosed on page 46 of your financial statements but grew significantly during the fourth quarter.  However, there was no disclosure or discussion of your international markets in the MD&A.  Please provide us your proposed disclosures.

Response:

The Company proposes to address the Staff’s request for expanded disclosure within the MD&A prospectively, beginning with the MD&A for the Company’s first quarter of fiscal 2011 ended May 29, 2010, which the Company currently expects to furnish to the SEC on Form 6-K in late June 2010.

In future filings, the Company intends to provide expanded disclosure relating to growth markets outside of North America and its impact on the Company’s business.  Specifically, the Company proposes to include disclosure in the form of the example outlined in Exhibit A to this response letter.  The basis for the disclosure is what the Company included in the “Revenue” section beginning on page 34 of its MD&A 40-F for the fiscal year ended February 27, 2010.

4

Privileged & Confidential

In connection with this response letter, the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filing; and

·

The Company may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

We trust that the foregoing adequately responds to the comments of the Staff.  Please contact me directly at (519) 888-7465 with any questions concerning this letter.

Yours truly,

RESEARCH IN MOTION LIMITED

/s/ Brian Bidulka

Brian Bidulka, CA

Chief Financial Officer

cc:

Karima Bawa, Esq., Senior Vice President, Legal

S. Grant Gardiner, Esq., Corporate Secretary and Assistant General Counsel

Members of the Audit & Risk Management Committee of the Company’s Board of Directors:

Barbara Stymiest, John Richardson, David Kerr and Antonio Viana-Baptista

Bill Demers, Ernst & Young LLP

Boris Pavlin, Ernst & Young LLP

Riccardo Leofanti, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

Jeffrey Kerbel, Esq., Bennett Jones LLP

Attachments:  Exhibit A – Sample Expanded MD&A Disclosure for Revenue

5

Exhibit A – Sample Expanded MD&A Disclosure for Revenue

Revenue

Revenue for the fourth quarter of fiscal 2010 was $4.08 billion, an increase of $616.5 million, or 17.8%, from $3.46 billion in the fourth quarter of fiscal 2009.

A comparative breakdown of the significant revenue streams is set forth in the following table:

For the Three Months Ended

February 27, 2010

February 28, 2009

Change Q4 Fiscal 2010/2009

Number of  devices sold

10,469,000

7,780,000

2,689,000

34.6%

Average Selling Price

$
311

$
371

$
(60
)

(16.2%
)

Revenue (in thousands)

Devices

$
3,254,401

79.8%

$
2,883,399

83.3%

$
371,002

12.9%

Service

640,517

15.7%

415,223

12.0%

225,294

54.3%

Software

68,590

1.7%

58,756

1.7%

9,834

16.7%

Other

116,204

2.8%

105,815

3.0%

10,389

9.8%

$
4,079,712

100.0%

$
3,463,193

100.0%

$
616,519

17.8%

Device revenue increased by $371.0 million, or 12.9%, to $3.25 billion, or 79.8% of consolidated revenue, in the fourth quarter of fiscal 2010 compared to $2.88 billion, or 83.3%, of consolidated revenue in the fourth quarter of fiscal 2009.  This increase in device revenue over the same period in the prior year was primarily attributable to a volume increase of approximately 2.7 million units, or 34.6%, to approximately 10.5 million devices in the fourth quarter of fiscal 2010 compared to approximately 7.8 million devices in the fourth quarter of fiscal 2009.  The globalization of RIM’s business was a significant driver of this growth in the fourth quarter of fiscal 2010, and this trend is expected to continue in fiscal 2011.  The success in international markets is being driven by the growing appeal of BlackBerry products to new demographics and attractive pricing, particularly as more carriers offer pricing packages targeted at new market segments.  Additionally the BlackBerry brand continues to grow both in terms of overall value and appeal to these new market segments.  In the fourth quarter of fiscal 2010, approximately 48% of revenue came from outside North America.

ASP decreased to $311 in the fourth quarter of fiscal 2010 from $371 in the fourth quarter of fiscal 2009 reflecting the shift in mix of certain products shipped in the quarter and the expansion of the

Company’s focus into broader market segments.  The Company currently expects ASP in the first quarter of fiscal 2011 to be slightly lower than the fourth quarter of fiscal 2010.  ASP is dependent on a number of factors including projected future sales volumes, device mix, new device introductions for the Company’s enterprise, prosumer and consumer offerings as well as pricing by competitors in the industry.

The Company estimates that a $10, or 3.2%, change in blended ASP would result in a quarterly revenue change of approximately $104.7 million, based upon the Company’s volume of devices shipped in the fourth quarter of fiscal 2010.

Service revenue increased by $225.3 million, or 54.3%, to $640.5 million, or 15.7% of consolidated revenue in the fourth quarter of fiscal 2010, compared to $415.2 million, or 12.0% of consolidated revenue in the fourth quarter of fiscal 2009, reflecting the Company’s increase in BlackBerry subscriber accounts since the fourth quarter of fiscal 2009.  Net BlackBerry subscriber account additions were approximately 4.9 million for the fourth quarter of fiscal 2010 compared to approximately 3.9 million for the fourth quarter of fiscal 2009.  The total BlackBerry subscriber account base at the end of the fourth quarter of fiscal 2010 was over 41 million subscribers compared to approximately 25 million subscribers at the end of the fourth quarter of fiscal 2009.  Further, subscribers from markets outside of North America represent approximately 38% of the total BlackBerry subscriber account base.

Software revenue increased $9.8 million, or 16.7%, to $68.6 million in the fourth quarter of fiscal 2010 from $58.8 million in the fourth quarter of fiscal 2009.  The majority of the increase was attributable to technical support and other software revenues, partially offset by a decrease in CALs.

Other revenue increased by $10.4 million to $116.2 million in the fourth quarter of fiscal 2010 compared to $105.8 million in the fourth quarter of fiscal 2009.  The majority of the increase was attributable to increases in non-warranty repair and sales of accessories, partially offset by lower gains realized from revenue hedging instruments.  See “Market Risk of Financial Instruments – Foreign Exchange” for additional information on the Company’s hedging instruments.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
       May 24, 2010

VIA INTERNATIONAL MAIL AND FAX

Mr. Brian Bidulka
Chief Financial Officer Research in Motion Limited 295 Phillip Street Waterloo, Ontario Canada, N2L 3W8
 RE: Research in Motion Limited
Form 40-F for the fiscal year ended February 27, 2010, as Amended
  Filed April 2, 2010
  File No. 000-29898

Dear Mr. Bidulka:
We have reviewed your filing and have the following comments.  We have asked you to
provide us with supplemental information so we may better understand your disclosure.  Please be as detailed as necessary in your explanation.  After reviewing this information, we may or may not raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  5. Fair Value Measurements, page 19.

 1. We note that approximately 98% of your assets measured at fair value on a recurring basis
are categorized under Level 2. Further, we note th at if you disagree with the pricing from the
service provider, you will challenge the pricing and work with the service provider to determine the most reasonable fair value. In this regard, please

• Tell us why it is appropriate to report, under Level 2, certain of the service provider valuations which are subsequently adjusted to conform with your internally developed  models.

Mr. Brian Bidulka
Research in Motion Limited
May 24, 2010 Page 2

• Disclose the inputs and valuation techniques used to measure the fair value of
each  major security type separately identified on page 20.  Refer to ASC Topic
820-10-50-2(e),
Exhibit 1.3

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations for the
fiscal year ended February 27, 2010
Revenues, page 22

2. We note that in a recent earnings call, you stated that “The globalization of RIM’s business
was a huge driver of growth in the fourth quarter and we expect this trend to continue. .. In Q4 approximately 48% of revenue came from outside of North America and approximately
38% of BlackBerry subscriber base is now from international markets.” Please expand your MD&A to address your growth in markets outside of North America and its impact on top line revenues and gross margins. In this regard, we note that sales to those markets for all of fiscal 2010 accounted for only 37% of your total revenues as disclosed on page 46 of your financial statements but grew significantly dur ing the fourth quarter. However, there was no
disclosure or discussion of your international markets in the MD&A. Please provide us your proposed disclosures.
*    *    *    *
 Please respond to these comments through correspondence over EDGAR within 10
business days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
‚ the company is responsible for the adequacy and accuracy of the disclosure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and

Mr. Brian Bidulka
Research in Motion Limited May 24, 2010 Page 3
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or Ivette
Leon, Assistant Chief Accountant at (202) 551-3351 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.          S i n c e r e l y ,            L a r r y  S p i r g e l         A s s i s t a n t  D i r e c t o r