Blackberry 2015 Annual Report Download

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________
FORM 40-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
or
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2015 Commission File Number 0-29898
__________________________________________________________
BlackBerry Limited
(Exact name of Registrant as specified in its charter)
Ontario 3661 Not Applicable
(Province or other Jurisdiction
of Incorporation or Organization) (Primary Standard Industrial
Classification Code Number) (I.R.S. Employer
Identification No)
2200 University Ave East
Waterloo, Ontario, Canada,
N2K 0A7
(519) 888-7465
(Address and telephone number of Registrant’s principal executive offices)
BlackBerry Corporation
5000 Riverside Drive, Suite 100E,
Irving, Texas, USA 75039
(972) 650-6126
(Name, address and telephone number of agent for service in the United States)
__________________________________________________________
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange where registered
Common Shares, without par value Toronto Stock Exchange
Common Shares, without par value NASDAQ Stock Market, LLC
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
For annual reports, indicate by check mark the information filed with this Form:
Annual information form Audited annual financial statements
Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the
period covered by this annual report.
The Registrant had 528,802,322 Common Shares outstanding as at February 28, 2015.

Table of contents

  • Page 1
    ... Industrial Classification Code Number) Not Applicable (I.R.S. Employer Identification No) 2200 University Ave East Waterloo, Ontario, Canada, N2K 0A7 (519) 888-7465 (Address and telephone number of Registrant's principal executive offices) BlackBerry Corporation 5000 Riverside Drive, Suite 100E...

  • Page 2
    ... was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted...

  • Page 3
    ...dated March 27, 2015, to the shareholders of the Registrant, which accompanies the Registrant's audited consolidated financial statements for the fiscal year ended February 28, 2015, filed as Exhibit 1.2 to this Annual Report. D. Changes in Internal Control Over Financial Reporting See Management...

  • Page 4
    ... can be found in its Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended February 28, 2015, included in Exhibit No. 1.3 to this Annual Report, under the heading "Financial Condition - Aggregate Contractual Obligations". K. Identification...

  • Page 5
    ... in its Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended February 28, 2015, included in Exhibit No. 1.3 to this Annual Report, under the heading "Accounting Policies and Critical Accounting Estimates - Critical Accounting Estimates".

  • Page 6
    ... (which provide that a quorum for a shareholder meeting of a Nasdaq-listed company must be at least 33-1/3% of the outstanding common shares of the company) on the basis that such requirements were contrary to generally accepted business practices in Canada. The Registrant's by-laws provide that the...

  • Page 7
    ... to do so by the Commission staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities. B. Consent to Service of Process The Registrant has previously filed with the Commission a Form F-X in...

  • Page 8
    ... certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized. BLACKBERRY LIMITED Date: March 27, 2015 By: Name: Title: /s/ James Yersh James Yersh Chief Financial Officer

  • Page 9
    ... 1.2 Annual Information Form for the fiscal year ended February 28, 2015, dated March 27, 2015. Audited Consolidated Financial Statements for the fiscal year ended February 28, 2015, prepared in accordance with U.S. generally accepted accounting principles. Management's Discussion and Analysis of...

  • Page 10
    Table of Contents BLACKBERRY LIMITED 2200 University Avenue East Waterloo, Ontario Canada N2K 0A7 Annual Information Form For the fiscal year ended February 28, 2015 DATE: March 27, 2015 1

  • Page 11
    ... CORPORATE RESPONSIBILITY EMPLOYEES FACILITIES LEGAL PROCEEDINGS RISK FACTORS DIVIDEND POLICY AND RECORD DESCRIPTION OF CAPITAL STRUCTURE COMMON SHARES CLASS A COMMON SHARES PREFERRED SHARES CONVERTIBLE DEBENTURES MARKET FOR SECURITIES OF THE COMPANY DIRECTORS AND EXECUTIVE OFFICERS CEASE TRADE...

  • Page 12
    ...'s business strategy and the rapid technological changes, evolving industry standards, intense competition and short product life cycles that characterize the wireless communications industry. These difficulties in forecasting the Company's financial results and performance are magnified at the...

  • Page 13
    ..., initially targeting the automotive and asset tracking industries, by combining technology from QNX, with BlackBerry's secure network infrastructure and device lifecycle management software; Announced that the Company is working with Google Inc. ("Google") to enable BES12 to manage devices equipped...

  • Page 14
    ... real estate holdings in Canada (the "Real Estate Sale"); Announced a three-year agreement with EnStream LP ("EnStream"), a mobile payments joint venture owned by Canadian wireless carriers Bell, Rogers and TELUS, to provide a secure platform that supports transaction services between leading banks...

  • Page 15
    ... 2012 run rate, one quarter ahead of initial targets; Selected by EnStream to provide its Secure Element Manager solution to manage credentials on wireless handsets in Canada that support NFC Service; Launched affordable new BlackBerry 7 smartphones (the BlackBerry Curve 9300 series) for customers...

  • Page 16
    ...IT") departments for access to corporate messaging and data applications. As the market has evolved, IT departments now look for enterprise mobility solutions that can handle a range of requirements and deployment models. The Company has introduced both software and hardware products to address this...

  • Page 17
    ... fastgrowing markets. The partnership also delivered the BlackBerry Classic, a device targeted for BlackBerry loyalists. This device features classic BlackBerry features such as the QWERTY keyboard, track pad and utility belt and classic BlackBerry user experiences and battery life. The Company has...

  • Page 18
    ... applications. Certicom specializes in applied cryptography and key management, offering both software components and end-to-end security solutions targeted at bandwidth and resource-constrained applications. Certicom's asset management technology is deployed in over 400 million high value ASICs...

  • Page 19
    ...also focusing on building a direct enterprise sales force to support its distribution strategy. Achieving best in class operational metrics. Through the Company's CORE program, the Company targeted areas such as product lifecycle management, supply chain management and business support services, and...

  • Page 20
    ... of applications available through BlackBerry World and the Amazon Appstore. BlackBerry Passport - features a 4.5" square touch screen, the industry's first touch-enabled keyboard, and up to a 30 hour battery life, and includes pre-loaded applications such as BlackBerry Blend, BlackBerry Assistant...

  • Page 21
    ... and end users. The Company has a sales and marketing team that supports its partners through training, technical account management and field marketing initiatives. In certain markets, BlackBerry 10 smartphones are also available directly from the Company on ShopBlackBerry.com, with direct sales to...

  • Page 22
    ... with the Company's BlackBerry platform include Apple (iOS), Google (Android) and Microsoft Corporation ("Microsoft") (Windows Phone). In the wireless data communications access market, the Company competes with: Apple, Google, Samsung, LG Electronics Mobile Communications Company, Lenovo Group...

  • Page 23
    ... Company to customize its core proprietary technical solutions to address new applications, network protocols, and evolving transmission frequencies. The Company's tunable closed loop radio transceiver technology can be adapted to support multiple protocols in the wireless data communications market...

  • Page 24
    ... Using these services, developers can create applications that take advantage of integrated social networking services, push notifications, in-app payments and advertising, advanced location services, and application usage information. BlackBerry 10.3 preloads the Amazon Appstore with access to over...

  • Page 25
    ...growing markets, leveraging Foxconn's scale, efficiency and supply chain to allow the Company to compete more effectively while reducing the Company's inventory risk. The Company's hardware model also strives to provide a supply chain with speed advantages in designing for faster product life cycles...

  • Page 26
    ... The Company's headquarters are located in Waterloo, Ontario, Canada. The Company's main campus in Waterloo consists of four leased buildings. The Company also operates facilities in the United States, Latin America, Asia-Pacific, Europe, Middle East and Africa. In fiscal 2015, the Company divested...

  • Page 27
    ... from September 27, 2012 through September 20, 2013, the Company and certain of its officers made materially false and misleading statements regarding the Company's financial condition and business prospects and that certain of the Company's financial statements contain material misstatements. The...

  • Page 28
    ... past. The Company also faces the risk that certain enterprise customers may not upgrade to the Gold level of service from the free Silver level of service that was offered by the Company as part of its EZ Pass program, and the risk that customers will not renew their annual subscriptions. See also...

  • Page 29
    ...renewal rates may decline or fluctuate as a result of a number of factors, including the level of their satisfaction with the Company's software and services or the Company's customer support, customer budgets and the pricing of BlackBerry software and services compared with the solutions offered by...

  • Page 30
    ...adverse effect on the Company's business, results of operations and financial condition or could result in its products and services not achieving market acceptance or becoming obsolete. In addition, if the Company fails to deliver a compelling customer experience, including marketing, sales support...

  • Page 31
    ... significant price reductions designed to drive sell-through for legacy BlackBerry 7 and BlackBerry 10 smartphones. Some of the Company's competitors have greater name recognition, larger customer bases and significantly greater financial, technical, marketing, public relations, sales, distribution...

  • Page 32
    ... operation and financial condition. The Company's ability to compete successfully will also depend on its ability to control the costs associated with the development, manufacture and marketing of new products. Changes in the competitive landscape as a result of mergers or strategic partnerships...

  • Page 33
    ... of operations and financial condition. There can be no assurance that the network carriers and distributors will act in a manner that will promote the success of the Company's products and services. The Company has a number of significant customers and large complex contracts with respect to sales...

  • Page 34
    ...of operations and financial condition, and could adversely affect the Company's longstanding reputation for reliability, thereby resulting in end users purchasing products offered by its competitors. As the Company moves to handle increased data traffic and support more applications or services, the...

  • Page 35
    ... Company's sales volumes decrease or do not reach projected targets, it may face increased costs that could make its products less competitive. The Company's manufacturing activity depends on obtaining adequate supplies of functional components, such as displays, semi-conductors, batteries, printed...

  • Page 36
    ... its proprietary solutions with open source software in a certain manner, the Company could, under certain of the open source licenses, be required to release the source code of the Company's proprietary solutions to the public or offer the Company's solutions to users at no cost. This could allow...

  • Page 37
    ... expected sales, litigation or government action. As the Company discontinues the manufacturing and sale of these products and services, the Company must manage the liquidation of inventory, supplier commitments and customer expectations. In addition, the Company records a write-down for product and...

  • Page 38
    ... the value of these assets to the newly established estimated value. The Company has incurred significant indebtedness, which could adversely affect its operating flexibility and financial condition. The Company has, and may from time to time in the future have, third-party debt service obligations...

  • Page 39
    ...to commit, significant resources to its international operations and sales and marketing activities. The Company maintains offices in a number of foreign jurisdictions, and could potentially open additional offices in other countries. The Company has limited experience conducting business in some of...

  • Page 40
    ... ceased recognizing revenues related to service access fees charged to customers in Argentina due to that country's political and economic condition, as well as its foreign currency restrictions. During the third quarter of fiscal 2015, the Company reached agreements with certain carrier partners in...

  • Page 41
    ...the claims, the Company may be faced with significant monetary damages or injunctive relief against it that could have a material adverse effect on the Company's business, BlackBerry brand, results of operations and financial condition. Administrative or regulatory actions against the Company or its...

  • Page 42
    ... those expressed or implied by the Company's forward-looking statements and may not meet the expectations of analysts or investors, which can contribute to the volatility of the market price of the Company's common shares. Despite the Company's cautions in each earnings release, earnings conference...

  • Page 43
    ... to customers in over 170 markets globally. The Company's offering of applications and other content on BlackBerry World requires a substantial investment for the development of the necessary infrastructure, improvement of developer and consumer interfaces and advertising costs. In fiscal 2015, the...

  • Page 44
    ... a result of actions of activist shareholders. Publicly-traded companies have increasingly become subject to campaigns by investors seeking to advocate certain governance changes or corporate actions such as financial restructuring, special dividends, share repurchases or even sales of assets or the...

  • Page 45
    ... of operations and financial condition may be adversely affected. The Company's network carriers or other customers, partners or members of its ecosystem may also have differing expectations or impose particular requirements for the collection, storage, processing and transmittal of user data or...

  • Page 46
    ...selling or distributing BlackBerry products and services in certain markets or may require the Company to make changes to the encryption technology that is embedded in its products or services to comply with such restrictions. Government restrictions, or changes to the Company's products or services...

  • Page 47
    ...certain of the Company's products. The new disclosure requirements may limit the sourcing and availability, or may increase the costs, of some of the metals used in the manufacture of the Company's products. The effect may also reduce the number of suppliers who provide conflict-free metals, and may...

  • Page 48
    ...as the financial, government and legal services sectors and increased adoption in those sectors of products of the Company's competitors. These sectors have represented the Company's largest end user concentration to date. The Company's operating expenses are based on anticipated revenue levels, are...

  • Page 49
    ...liquid, investment-grade securities and limiting investments in any single issuer, there can be no assurance that such investment policies will reduce or eliminate market or credit risks. See "Market Risk of Financial Instruments" in the Company's MD&A for the fiscal year ended February 28, 2015 for...

  • Page 50
    ... the price, number, designation, rights, privileges, restrictions and conditions, including dividend rights, of each series without any further vote or action by shareholders. The holders of preferred shares do not have pre-emptive rights to subscribe to any issue of the Company's securities. At...

  • Page 51
    ... plus accrued and unpaid interest, if any, to but excluding the Change of Control Repurchase Date (as defined in the Indenture) (the "Change of Control Repurchase Price"). The Company is not required to make that Repayment Offer to Fairfax or its affiliates, or any of their joint actors, if they...

  • Page 52
    ...assets of the Company or its subsidiaries, except Permitted Liens (as defined in the Indenture, which include customary liens arising by operation of law, liens securing Specified Senior Indebtedness, Purchase Money Security Interests (as defined below) securing permitted Indebtedness, liens on real...

  • Page 53
    ... of such person for the deferred purchase price of property or services, other than for consumable non-capital goods and services purchased in the ordinary course of business, including arising under any conditional sale or title retention agreement, but excluding for greater certainty ordinary...

  • Page 54
    ... amount of Debentures was traded on the TSX, at prices ranging from CDN$113.02 to CDN$160.00. DIRECTORS AND EXECUTIVE OFFICERS As at the date hereof, the Company currently has a Board comprised of seven persons. Pursuant to a special resolution of shareholders, the directors are authorized from time...

  • Page 55
    ... Products and Value Added Solutions. The following table sets forth the name, province or state, and country of residence of each director and executive officer of the Company and their respective positions and offices held with the Company and their principal occupations during the last five years...

  • Page 56
    ... and Strategic Planning President, Global Sales Executive Vice President, Human Resources Chief Financial Officer Chief Legal Officer & Corporate Secretary John Sims California, USA Nita White-Ivy California, USA James Yersh Ontario, Canada Steve Zipperstein California, USA Notes: Member of...

  • Page 57
    ... as a partner and Managing Director of Goldman Sachs and was head of Investment Banking for all Asian countries other than Japan. Through these roles, Mr. Dattels has gained extensive experience with financial analysis, financial advisory, analytics for mergers and acquisitions, public valuations...

  • Page 58
    ... international tax compliance engagements. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS During the three-year period ending February 28, 2015 and during the current financial year up to the date hereof, none of the Company's directors, executive officers, 10 percent shareholders...

  • Page 59
    ... in respect of the audited annual consolidated financial statements of the Company for the year ended February 28, 2015 and the Report to Shareholders of an Independent Registered Public Accounting Firm on the Company's internal controls over financial reporting. Ernst & Young LLP is independent...

  • Page 60
    ... offer better speeds and larger bandwidth intensive services like streaming audio and video. Integrated Digital Enhanced Network. A wireless communications technology from Motorola that provides support for voice, data, short messages (SMS) and dispatch radio (two-way radio) in one phone. Operating...

  • Page 61
    ... of high-speed data for smartphones and data terminals Near Field Communication. Technology that allows smartphones and similar devices to link together through radio communication, when tapping them together, or bringing them into close proximity. Network Operations Centre. A central location for...

  • Page 62
    ... audit function, and the controls, processes and policies used by management to effectively manage the Corporation's risks. It is the objective of the Committee to maintain free and open means of communication among the Board, the independent auditors and the financial and senior management of the...

  • Page 63
    ...is responsible for the oversight of the Corporation's accounting, financial reporting and risk management processes, including (i) the Corporation's internal controls, and the nomination and appointment (subject to Board and shareholder approval), compensation, retention, evaluation and oversight of...

  • Page 64
    ... Corporation's interim financial statements and quarterly earnings press releases and report thereon to the Board before such documents are approved by the Board and disclosed to the public; (5) Review with management and the Corporation's independent auditors such accounting policies (and changes...

  • Page 65
    ...) the integrity of the Company's internal control and management information systems are satisfactory; Oversight of Financial Reporting Process and Internal Controls (1) Review the adequacy and effectiveness of the Corporation's accounting and internal control policies and procedures through inquiry...

  • Page 66
    ... responsibilities set forth in this Charter, the Committee is not responsible for planning or conducting the audit or for determining whether the Corporation's consolidated financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Similarly...

  • Page 67
    ..., and express viewpoints during meetings; Schedule and set the agenda for Committee meetings with input from other Committee members, the Committee's advisors, the Executive Chair and the Lead Director of the Board of Directors, the CEO, the Corporate Secretary and senior management as appropriate...

  • Page 68
    ... OF REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of BlackBerry Limited We have audited the accompanying consolidated financial statements of BlackBerry Limited [the "Company"], which are comprised of the consolidated balance sheets as at February 28, 2015 and March...

  • Page 69
    ... OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING To the Board of Directors and Shareholders of BlackBerry Limited We have audited BlackBerry Limited's [the "Company"] internal control over financial reporting as of February 28, 2015, based on criteria...

  • Page 70
    ...Management of BlackBerry Limited is responsible for the preparation and presentation of the Consolidated Financial Statements and all of the financial information in this Annual Report. The Consolidated Financial Statements were prepared in accordance with United States generally accepted accounting...

  • Page 71
    ..., plant and equipment, net Goodwill Intangible assets, net $ $ Liabilities Current Accounts payable Accrued liabilities Deferred revenue Long-term debt Deferred income tax liability Shareholders' Equity Capital stock and additional paid-in capital Preferred shares: authorized unlimited number of...

  • Page 72
    ... millions) Consolidated Statements of Shareholders' Equity Capital Stock and Additional Paid-In Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Balance as at March 3, 2012 Net loss Other comprehensive loss Shares issued: Stock-based compensation Tax...

  • Page 73
    BlackBerry Limited (United States dollars, in millions, except per share data) Consolidated Statements of Operations For the Year Ended March 1, 2014 February 28, 2015 March 2, 2013 Revenue Hardware and other Service and software Cost of sales Hardware and other Inventory write-down Supply ...

  • Page 74
    ..., except per share data) Consolidated Statements of Comprehensive Loss For the Year Ended February 28, 2015 March 1, 2014 March 2, 2013 Net loss Other comprehensive loss Net change in unrealized gains (losses) on available-for-sale investments Net change in fair value of derivatives designated...

  • Page 75
    ..., plant and equipment Debentures fair value adjustment Other Net changes in working capital items Accounts receivable, net Other receivables Inventories Income tax receivable, net Other current assets Accounts payable Accrued liabilities Deferred revenue Net cash provided by (used in) operating...

  • Page 76
    ... inventories and liabilities for purchase commitments with contract manufacturers and suppliers, provisions for warranty, revenue related estimates including vendor-specific objective evidence of selling price ("VSOE"), best estimated selling price ("BESP"), right of return and customer incentive...

  • Page 77
    ...including changes in general market conditions, specific industry and individual company data, the length of time and the extent to which the fair value has been less than cost, the financial condition, the near-term prospects of the individual investment and the Company's intent and ability to hold...

  • Page 78
    ...associated asset, liability or forecasted transaction. Inventories Raw materials, work in process and finished goods are stated at the lower of cost or market value. Cost includes the cost of materials plus direct labour applied to the product and the applicable share of manufacturing overhead. Cost...

  • Page 79
    ... the consolidated financial statements from the date of acquisition. Assets held for sale and discontinued operations When certain criteria are met, the Company reclassifies assets and related liabilities as held for sale at the lower of their carrying value or fair value less costs to sell and, if...

  • Page 80
    ... of principal value, interest rate spreads and curves, embedded call option dates and prices, the stock price and volatility of the Company's listed common shares, and the Company's implicit credit spread. Revenue recognition The Company considers revenue realized or realizable and earned when the...

  • Page 81
    ..., the Company uses the residual method to recognize revenue if the fair value of undelivered elements is determinable. Revenue from software maintenance, unspecified upgrades and technical support contracts is recognized over the period that such items are delivered or those services are provided...

  • Page 82
    ... but not limited to, historical pricing practices for similar offerings, market conditions, competitive landscape, internal costs, gross margin objectives and pricing practices. The determination of BESP is made through consultation with, and formal approval by, the Company's management, taking into...

  • Page 83
    ... costs The Company expenses all advertising costs as incurred. These costs are included in selling, marketing and administration. 2. ADOPTION OF ACCOUNTING POLICIES In April 2014, the Financial Accounting Standards Board (the "FASB") issued a new accounting standards update on the topic of reporting...

  • Page 84
    ...results of operations, financial position and disclosures. 3. CASH, CASH EQUIVALENTS AND INVESTMENTS The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When...

  • Page 85
    ...fair value level as at February 28, 2015 were as follows: Other-thantemporary Impairment Cash and Cash Equivalents Cost Basis Unrealized Gains Unrealized Losses Fair Value Short-term Investments Long-term Investments Restricted Cash Bank balances Other investments Level 1: Money market funds...

  • Page 86
    ... the letters of credit have been issued; however, the Company can continue to invest the funds and receive investment income thereon. Realized gains and losses on available-for-sale securities comprise the following: For the year ended February 28, 2015 March 1, 2014 March 2, 2013 Realized gains...

  • Page 87
    ... whether a change in the original pricing is warranted. The Company's investments (other than those classified as Level 3) largely consist of securities issued by major corporate and banking organizations, the provincial and federal governments of Canada and the United States Department of the...

  • Page 88
    BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated The Company's Level 3 assets measured on a recurring basis include auction rate securities as well as corporate notes/ bonds ...

  • Page 89
    ... assets and liabilities are measured using Level 2 fair value inputs. Foreign Exchange The Company's currency risk management objective in holding derivative instruments is to reduce the volatility of current and future income as a result of changes in foreign currency exchange rates. To limit...

  • Page 90
    ... Company's accounting policies on these instruments. As at February 28, 2015 and March 1, 2014, the outstanding derivatives designated as cash flow hedges were considered to be fully effective. The maturity dates of these instruments range from March, 2015 to February, 2016. As at February 28, 2015...

  • Page 91
    ...into Income (Effective Portion) Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Currency option contracts Currency forward contracts Currency forward contracts Currency forward contracts Currency option contracts $ - Revenue (1) Cost of sales Selling, marketing and...

  • Page 92
    ... in other current assets. The Company is exposed to market and credit risk on its investment portfolio. The Company reduces this risk by investing in liquid, investment grade securities and by limiting exposure to any one entity or group of related entities. As at February 28, 2015, no single issuer...

  • Page 93
    ... 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...

  • Page 94
    ...Company experienced a significant decline in its share price following its pre-release of its second quarter fiscal 2014 results on September 20, 2013, as well as its announcement on November 4, 2013 that Fairfax Financial Holdings Limited ("Fairfax") and other institutional investors were investing...

  • Page 95
    BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated Goodwill Changes to the carrying amount of goodwill during the fiscal years ended February 28, 2015 and March 1, 2014 were as ...

  • Page 96
    ... of innovative service offerings, including the WorkLife by BlackBerry solution that allows an enterprise to provision a work phone number and data plan onto a device with a single standard SIM card. Other acquisitions On July 31, 2014, the Company paid $9 million for all of the assets constituting...

  • Page 97
    BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated The following table summarizes the preliminary fair value allocations of the acquisition price of the assets and liabilities ...

  • Page 98
    ... down to fair value less costs to sell. As part of the Real Estate Sale, the Company is leasing back office space with remaining lease terms of one month to seven years. In fiscal 2013, the Company sold 100% of the shares of its wholly-owned subsidiary, NewBay Software Limited ("NewBay") and as...

  • Page 99
    ...: For the year ended February 28, 2015 March 1, 2014 March 2, 2013 Statutory Canadian tax rate Expected recovery of income taxes from continuing operations Differences in income taxes resulting from: Valuation allowance Investment tax credits Canadian tax rate differences Change in unrecognized...

  • Page 100
    BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated Deferred income tax assets and liabilities consist of the following temporary differences: As at February 28, 2015 March 1, 2014...

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    BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated The Company's total unrecognized income tax benefits as at February 28, 2015 and March 1, 2014 were $11 million and $8 million, ...

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    BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated As at February 28, 2015, the Company has the following net operating loss carryforwards and tax credits which are not recognized ...

  • Page 103
    ... selling, marketing and administration expenses in the statement of operations. 11. (a) CAPITAL STOCK Capital stock The Company is authorized to issue an unlimited number of non-voting, redeemable, retractable Class A common shares, an unlimited number of voting common shares and an unlimited number...

  • Page 104
    ...of five years to a maximum of seven years from the grant date. The Company issues new shares to satisfy stock option exercises. There are 5 million shares in the equity pool available for future grants under the Equity Plan as at February 28, 2015. A summary of option activity since March 3, 2012 is...

  • Page 105
    ...using the BSM option-pricing model with the following assumptions: February 28, 2015 Weighted-average grant date fair value of stock options granted during the period Assumptions: Risk-free interest rates Expected life in years Expected dividend yield Volatility Restricted Share Units $ 4.32 1.25...

  • Page 106
    ... sets forth the computation of basic and diluted earnings (loss) per share: For the year ended February 28, 2015 March 1, 2014 March 2, 2013 Loss for basic and diluted loss per share available to common shareholders from continuing operations (1) Loss for basic and diluted loss per share available...

  • Page 107
    ... annual lease payments related to real estate operating leases as follows: For the fiscal years ending: 2016 2017 2018 2019 2020 Thereafter $ 42 37 30 26 18 26 179 For the year ended February 28, 2015, the Company incurred rental expense of $60 million (March 1, 2014 - $80 million; March 2, 2013...

  • Page 108
    BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated Management reviews all of the relevant facts for each claim and applies judgment in evaluating the likelihood and, if applicable,...

  • Page 109
    ...provision of data communication, compression and security infrastructure services, which enable BlackBerry handheld wireless devices to send and receive wireless messages and data. For enterprise customers, the Company currently sells an integrated BlackBerry Enterprise Server software solution that...

  • Page 110
    ... share data, and except as otherwise indicated Revenue from continuing operations, classified by major geographic segments in which the Company's customers are located, was as follows: For the year ended February 28, 2015 March 1, 2014 March 2, 2013 North America Canada United States Europe, Middle...

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    BlackBerry Limited Notes to the Consolidated Financial Statements In millions of United States dollars, except share and per share data, and except as otherwise indicated 16. (a) CASH FLOW INFORMATION Certain statement of cash flow information related to interest and income taxes paid is summarized ...

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    BLACKBERRY LIMITED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS AND FISCAL YEAR ENDED FEBRUARY 28, 2015 March 27, 2015 The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be ...

  • Page 113
    ... to weaken the Company's competitive position or could continue to require the Company to reduce its prices to compete effectively; the Company's ability to sell, deliver and support BlackBerry products and services is dependent on establishing and maintaining relationships with network carriers and...

  • Page 114
    .... Founded in 1984 and based in Waterloo, Ontario, the Company operates offices in North America, Europe, Middle East and Africa, Asia Pacific and Latin America. The Company's common shares are listed on the NASDAQ Global Select Market (NASDAQ: BBRY) and the Toronto Stock Exchange (TSX: BB), and its...

  • Page 115
    BlackBerry Limited Management's Discussion and Analysis of Financial Condition and Results of Operations With the BlackBerry platform, the Company believes it offers a market-leading mobile communications experience with pushbased connectivity, industry-leading security and enterprise manageability,...

  • Page 116
    ..., high availability solutions, and fully managed services; received Security Technical Implementation Guide approval from the U.S. Defense Information Systems Agency for Secure Work Space for iOS® and Android; completed the divestiture of the majority of the Company's real estate holdings in Canada...

  • Page 117
    ...Three Months Ended February 28, 2015 Income statement location Gross margin (before taxes) Gross margin % (before taxes) Loss before income taxes Net income Earnings per share As reported Rockstar Sale Adjustment (1) $ Investment income Debentures fair value adjustment Cost of sales Research...

  • Page 118
    BlackBerry Limited Management's Discussion and Analysis of Financial Condition and Results of Operations Fiscal 2015 Non-GAAP Adjustments For the Fiscal Year Ended February 28, 2015 Loss from continuing operations before income taxes Loss per share from continuing operations Income statement ...

  • Page 119
    ... Company's assets for the purposes of LLA impairment testing. The Company's share price can be affected by, among other things, changes in industry or market conditions, including the effect of competition, changes in the Company's results of operations, changes in the Company's forecasts or market...

  • Page 120
    ... circumstances. 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 devices decreased during fiscal 2014, causing the...

  • Page 121
    ... rate, recognition of revenue could be delayed until a reliable estimate could be made or the return period lapses. Multiple Element Arrangements The Company's process for determining best estimated selling prices ("BESPs") as it relates to when and if available upgrade rights to the BlackBerry...

  • Page 122
    ..., 2014. Early adoption for a public entity is prohibited. The Company will adopt this guidance in the first quarter of fiscal 2016. In June 2014, the FASB issued a new accounting standards update on the topic of stock compensation. The amendments in this update require that a performance target that...

  • Page 123
    BlackBerry Limited Management's Discussion and Analysis of Financial Condition and Results of Operations Fiscal 2015 Summary Results of Operations The following table sets forth certain consolidated statement of operations data, as well as certain consolidated balance sheet data, as at February 28, ...

  • Page 124
    ... revenues and the pre-payment of service access fees for services to be provided up to the end of the 2015 calendar year. Business Acquisitions On December 1, 2014, the Company acquired all of the issued and outstanding shares of Secusmart, a developer of high-security voice and data encryption...

  • Page 125
    ... Limited Management's Discussion and Analysis of Financial Condition and Results of Operations Rockstar Patent Portfolio Sale On January 28, 2015, Rockstar Consortium US LP, in which BlackBerry is a limited partner, sold its portfolio of approximately 4,000 patents. Following the sale, the Company...

  • Page 126
    ... to a decrease in technical support, which was offset by an increase in QNX revenue and client access license fees. The Company continues to target $600 million in software revenue in fiscal 2016, including revenue generated from BBM services such as BBM Protected and BBM Meetings. The Company is...

  • Page 127
    ... Analysis of Financial Condition and Results of Operations intense competition and a reduction in service revenue. Sales in North America have also been impacted by the significant number of new Android based competitors that have entered the market. Europe, Middle East and Africa Revenues Revenues...

  • Page 128
    BlackBerry Limited Management's Discussion and Analysis of Financial Condition and Results of Operations Operating Expenses The table below presents a comparison of research and development, selling, marketing and administration, and amortization expense for fiscal 2015 compared to fiscal 2014. For ...

  • Page 129
    ... by certain property, plant and equipment and intangible asset additions in fiscal 2015. Cost of sales Amortization expense relating to certain property, plant and equipment and intangible assets employed in the Company's manufacturing operations and BlackBerry service operations decreased by $268...

  • Page 130
    ...set forth in the following table: For the Fiscal Year Ended March 1, 2014 March 2, 2013 Change Fiscal 2014/2013 Millions of BlackBerry handheld devices recognized Revenue (in millions) Hardware Service Software Other Revenue by Geography (in millions) North America Europe, Middle East and Africa...

  • Page 131
    ... with service access fees charged to customers in Argentina in the fourth quarter of fiscal 2014. Software Revenue Software revenue, which included fees from licensed BES software, client access licenses, technical support, maintenance, upgrades and QNX software licensing revenues decreased by...

  • Page 132
    ... Analysis of Financial Condition and Results of Operations those available in the iOS and Android environments, and the other factors described above. To address this decline, the Company worked with developers to ensure that a broad spectrum of applications including games, multimedia, productivity...

  • Page 133
    BlackBerry Limited Management's Discussion and Analysis of Financial Condition and Results of Operations Operating Expenses The table below presents a comparison of research and development, selling, marketing and administration, and amortization expense from continuing operations for fiscal 2014 ...

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    BlackBerry Limited Management's Discussion and Analysis of Financial Condition and Results of Operations Selling, Marketing and Administration Expenses Selling, marketing and administration expenses consist primarily of marketing, advertising and promotion, salaries and benefits, external advisory ...

  • Page 135
    BlackBerry Limited Management's Discussion and Analysis of Financial Condition and Results of Operations competition, changes in the Company's results of operations, and changes in the Company's forecasts or market expectations relating to future results. Investment Income Investment income ...

  • Page 136
    ... diluted loss per share for the fiscal year ended March 2, 2013. Results of Operations - Three months ended February 28, 2015 compared to the three months ended March 1, 2014 The following table sets forth certain unaudited consolidated statement of operations data, which is expressed in millions of...

  • Page 137
    BlackBerry Limited Management's Discussion and Analysis of Financial Condition and Results of Operations Comparative breakdowns of the significant revenue categories are set forth in the following table: For the Three Months Ended (in millions) February 28, 2015 March 1, 2014 Change BlackBerry ...

  • Page 138
    BlackBerry Limited Management's Discussion and Analysis of Financial Condition and Results of Operations Service revenues for the fourth quarter of fiscal 2015 decreased by approximately 16% compared to the third quarter of fiscal 2015. Software Revenue Software revenue increased by $11 million, or ...

  • Page 139
    ... intangible assets employed in the Company's manufacturing operations and BlackBerry service operations decreased slightly by $2 million to $94 million for the fourth quarter of fiscal 2015 compared to $96 million for the fourth quarter of fiscal 2014. Investment Income (Loss), Net Investment income...

  • Page 140
    BlackBerry Limited Management's Discussion and Analysis of Financial Condition and Results of Operations sale of certain investments, and increases in the Company's average cash and investment balances, which were partially offset by interest costs associated with the Debentures. See "Financial ...

  • Page 141
    BlackBerry Limited Management's Discussion and Analysis of Financial Condition and Results of Operations Selected Quarterly Financial Data The following table sets forth the Company's unaudited quarterly consolidated results of operations data for each of the eight most recent quarters, including ...

  • Page 142
    BlackBerry Limited Management's Discussion and Analysis of Financial Condition and Results of Operations The table below summarizes the current assets, current liabilities, and working capital of the Company: As at (in millions) February 28, 2015 March 1, 2014 Change Current assets Current ...

  • Page 143
    ...manufacturing and information technology, including service operations. The remaining balance consists of purchase orders or contracts with suppliers of raw materials, as well as other goods and services utilized in the operations of the Company, including payments on account of licensing agreements...

  • Page 144
    ...distribution partners and on larger more complex contracts with respect to sales of the majority of its products and services. The Company, in the normal course of business, monitors the financial condition of its customers and reviews the credit history of each new customer. The Company establishes...

  • Page 145
    ... general market conditions, specific industry and individual company data, the length of time and the extent to which the fair value has been less than cost, the financial condition, the near-term prospects of the individual investment and the Company's ability and intent to hold the debt securities...

  • Page 146
    BlackBerry Limited Management's Discussion and Analysis of Financial Condition and Results of Operations Changes in Internal Control Over Financial Reporting During the fiscal year ended February 28, 2015, no changes were made to the Company's internal control over financial reporting that have ...

  • Page 147
    ...the Company's stock option plans of our reports dated March 27, 2015 with respect to the consolidated financial statements of the Company included herein, and the effectiveness of internal control over financial reporting. Kitchener, Canada, March 27, 2015 /s/ Ernst & Young LLP Chartered Accountants...

  • Page 148
    ... and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting. Date: March 27, 2015 /s/ John Chen Name: John Chen Title: Chief Executive Officer

  • Page 149
    ... issuer's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting. Date: March 27, 2015 /s/ James Yersh Name...

  • Page 150
    ... with the Annual Report of BlackBerry Limited (the "Registrant") on Form 40-F for the year ended February 28, 2015, as filed with the Commission on the date hereof (the "Report"), John Chen, as Chief Executive Officer of the Registrant, and James Yersh, as Chief Financial Officer of the Registrant...

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    BLACKBERRY CODE OF BUSINESS STANDARDS AND PRINCIPLES

  • Page 152
    BlackBerry Code of Business Standards and Principles Contents

  • Page 153
    ... The BS&P sets forth the standards by which we conduct our operations. It is important to the long term health of our business. That is why all of us, including members of the Board of Directors, officers, employees and independent John Chen Executive Chairman and Chief Executive Officer, BlackBerry...

  • Page 154
    ...Our Customers and Business Partners With Integrity 30 Do Not Allow Bribes or Other Improper Payments Adhere to Competition Laws Participate in the Larger Telecommunications Community Market Our Products with Integrity Comply with International Trade Control Laws and Regulations Work to Prevent Money...

  • Page 155
    ... Insider Trading and Tipping Remember that We Speak with One Clear Voice Committing to Social Responsibility for Our World 54 54 56 58 Uphold Human Rights Protect Our Environment Give Back to Our Communities Participate in the Political Process Responsibly Chose Responsible Suppliers and Service...

  • Page 156
    ... chapter • Integrity & Compliance Office From the start, BlackBerry showed the world that we could safeguard and securely deliver e-mail to our customers, and committed ourselves to conducting business with integrity. As a result, customers know us for secure communication and reliable business...

  • Page 157
    ...cooperate. BlackBerry offers many ways to report such as: BlackBerry EthicsLink (which allows anonymous reporting), your manager, HR Business Partner, Legal, Finance, and the Integrity & Compliance Office. Take Personal Responsibility BlackBerry believes that each Board member, officer, manager and...

  • Page 158
    ...? Does it disrespect any work colleague, customer, business partner or community? Does it misuse or improperly reveal confidential information of BlackBerry or a third party? Will it make BlackBerry books and records inaccurate, or otherwise adversely affect shareholders? Would I be concerned if...

  • Page 159
    ... in writing to the Integrity & Compliance Office for approval in advance of any action. Board members and the BlackBerry CEO must seek such waivers from the Audit and Risk Management Committee of the Board of Directors. BlackBerry will disclose such waivers as required by law or applicable stock...

  • Page 160
    ... government or to distribute or sell BlackBerry products and services. • Speaking publicly for BlackBerry is the job of individuals designated in our Corporate Disclosure Policy. You must not respond to questions about BlackBerry, even informally, from the investment community (including financial...

  • Page 161
    BS&P SECTION CONTACT(S) (Click to view) BlackBerry Managers Have Additional Responsibilities For the info of each team in this chapter • Integrity & Compliance Office Managers at all levels are expected to lead through example. As a manager, you have a special responsibility to lead with ...

  • Page 162
    ... your team faces and then develop ways to address them. Here are some ideas to get you started: • Budget planning: establish processes and deadlines for budgeting to ensure that sourcing, purchase order, and contract requests for vendors can be submitted on time. • Service-provider guidelines...

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    13

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    ...There Are Multiple Ways to Raise Issues and Ask Questions You can turn to any of the following resources with questions or concerns: • Your manager/team-lead or senior managers (usually the best place to start) • Your Human Resources Business Partner • Legal ([email protected] go/legal for...

  • Page 165
    ... cases, we post an update to EthicsLink so the reporter can confirm that the matter has been addressed. Using EthicsLink BlackBerry EthicsLink is available 24 hours a day, seven days a week. BlackBerry has contracted with a leading international compliance and ethics company to run a reporting...

  • Page 166
    ... vastly more disruptive to BlackBerry and your team than a report and subsequent efforts to address ethical concerns and gaps in our procedures. Q: How can I find someone to help me with an issue I've never encountered before? A: The BS&P Resource Guide identifies internal stakeholders and experts...

  • Page 167
    "BlackBerry will investigate all reports promptly, thoroughly and fairly, and will take appropriate action when necessary" 17

  • Page 168
    .... • Sales, marketing and other business strategies and plans. • Financial data. • Technology and software. • Other trade secrets. Our assets also include physical property, like: • Cash. • Equipment. • Facilities. • Supplies. • Product inventory. Protecting BlackBerry assets and...

  • Page 169
    ...with the principles set forth in the BS&P. As a group of companies with an international presence, personal information may be collected, used, processed, transferred or stored by or on behalf of BlackBerry in multiple locations where we or our service providers have offices and facilities including...

  • Page 170
    ...? A: Laws or legal processes may require BlackBerry to preserve, search or access information from BlackBerry systems in connection with threatened or pending litigation or to meet legal or regulatory requirements (for example, to conduct compliance investigations, to address misconduct or misuse of...

  • Page 171
    ... unusually high, cash payments or excessive upfront payments (e.g., Company assets sold under market value or in a manner that excludes other potential buyers from bidding). 2. Transactions with questionable government connections, involving people closely connected to a public official, political...

  • Page 172
    ... information not generally available to the public, which includes BlackBerry technical information, business and marketing data and plans, financial data, internal e-mail communications, information about customers including personal information or data, existing and future product information and...

  • Page 173
    ...acceptable for you to respond to e-mails on your Company-issued BlackBerry smartphone, you must be cautious when viewing sensitive materials - especially on a pre-released...your work, you never know who may be looking or listening. In particular, pre-release devices not yet available to the public ...

  • Page 174
    ... the use and disclosure of BlackBerry's and third parties' IP or have questions relating to "excluded developments", contact the Integrity & Compliance Office. Be Compliant in Open Source Development Open source software is free of charge and made available as source code, but under licenses that...

  • Page 175
    ... Property Agreement, and the BS&P. BlackBerry may even have an application development program that you can take advantage of. Contact the Integrity & Compliance Office to make a disclosure or ask questions. Q: I worked on developing some software for BlackBerry, but the Company has decided...

  • Page 176
    ... your outside interests could place you or a product, service or business on which you are working in competition with BlackBerry. Do Not Take Personal Advantage of Corporate Opportunities You must never take personal advantage of a business or investment opportunity that you become aware of that...

  • Page 177
    ...typically a conflict of interest to make investments in BlackBerry competitors, customers, suppliers or other business partners so long as: • The total value of the investment is less than 1% of the outstanding stock of the company; and • The amount of the investment is not so significant to you...

  • Page 178
    ... build a strong business relationship between BlackBerry ...writing to your manager, Human Resources Business Partner or the Legal Department, and (b) obtain formal written approval through the Integrity & Compliance Office before proceeding. In addition, members of the board of directors and officers...

  • Page 179
    ..." not subject to BlackBerry ownership. Q: I have worked for BlackBerry for many years in its procurement department. My wife and I have an investment in a company that is less than 1% of its outstanding stock, but that used up much of our savings. I am in charge of a project on which this...

  • Page 180
    ... goods and services at competitive prices. You must comply with all applicable anticorruption laws. You may never make, promise, offer, fund or authorize a bribe, kickback, facilitation payment or other improper payment in connection with BlackBerry's business with a public official, government...

  • Page 181
    ..., customer or supplier to sell a product, service or technology however it sees fit, including establishing the resale price of a product or service, or improperly conditioning the sale of products, technologies or services on an agreement to buy other or solely BlackBerry products and services...

  • Page 182
    .... Price-fixing is an anti-competitive topic, even the discussion of which could lead to serious consequences for you and BlackBerry - as well as for your friend and her company. Then, you must promptly report the incident to the Legal Department or Integrity & Compliance Office. 32 Contents

  • Page 183
    ... standards bodies that seek to drive innovation and promote access to our technologies for people across the globe. In doing so, we abide by competition laws. See Adhere to Competition Laws section. BS&P SECTION CONTACT(S) (Click to view) Market Our Products with Integrity You must promote...

  • Page 184
    ... BlackBerry is a global company with operations around the world that engage in a wide variety of activities including sales, marketing, research and development, and manufacturing. We deliver hardware, software, services and technology to business partners and customers in dozens of countries...

  • Page 185
    ... You should contact BlackBerry's International Trade Controls and Compliance group of the Legal Department by sending an email to [email protected]. Q: I work in product development and need to ship several pre-release BlackBerry smartphones outside of North America for testing purposes...

  • Page 186
    ... trade control, money laundering or improper financing issue: • A customer or vendor seeking to make an abnormal payment such as a large payment in cash, through someone outside the transaction or via unusual accounts or sources of financing. • A new customer with questionable characteristics...

  • Page 187
    ..., Entertainment or Other Business Courtesies Policy BlackBerry regularly sells products and services to government entities throughout the world. Sales and other dealings with government entities as customers, or otherwise involving the expenditure of public funds, are heavily regulated and subject...

  • Page 188
    ... by a government agency. Would it be permissible for the sales representative primarily responsible for the account to pay for a lunch with his counterpart at the agency? A: The rules applicable to the bidding and vendor selection process may limit the type or amount of contact BlackBerry can have...

  • Page 189
    ... must never access anyone's personal information without a proper business reason. You should also be sure to keep the information safe and secure, store it in secure locations and systems only, and comply with the data protection and privacy laws of the country (or countries) where you work or do...

  • Page 190
    ...maintaining a competitive global market share depends on our ability to understand and anticipate the needs of our existing and potential customers, consumers, partners, investors and suppliers. Our customers - as well as our own high standards - require that we have the best talent working together...

  • Page 191
    ... that apply to BlackBerry. You must work diligently to follow BlackBerry operational health and safety policies and procedures that apply to your work, which have been designed to prevent injuries and illnesses. BlackBerry implemented the Global Environment Health and Safety Policy to reflect our...

  • Page 192
    ... management position. My team members have been supportive ...job. If you do not feel comfortable addressing the issue yourself, or if her colleague's discriminatory behavior doesn't change, you are encouraged to report the issue to your Human Resources Business Partner. None of us deserve to work...

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    "We are committed to maintaining an environment that is healthy and safe for everyone" Contents 43

  • Page 194
    ... of BlackBerry, including any change that would reasonably be expected to have a significant effect on the market price or value of BlackBerry securities or that a reasonable investor would consider important in making a decision to buy, sell or hold BlackBerry securities. 44 BlackBerry Code...

  • Page 195
    ... part of our commitment to the accuracy of our publicly disclosed financial information, we must make sure that relevant information regarding the financial condition of BlackBerry and our internal controls is available to the Audit and Risk Management Committee of the Board of Directors. Contents...

  • Page 196
    ... spending, splitting invoices, keeping a credit or account with a vendor or other third-party, operating via "side letters" outside the formal contracting process, improperly overriding Company product pricing policies, procedures or decisions, or ignoring signing authority requirements are all...

  • Page 197
    ...• Finance Management Approval Processes (MAP) Travel & Expenses Guidelines Corporate Procurement Manual & Policy Corporate Purchase Order and Invoice Approval Matrix • Expense Approval Levels Conducting BlackBerry business with integrity includes making sure that all agreements and commitments...

  • Page 198
    ... Orders • NDA form contract If you are unsure or have questions please contact Business Support, Sourcing & Procurement or the Integrity & Compliance Office. Q: An enterprise partner asked me to verbally agree over a handshake that BlackBerry will sponsor its annual conference, in exchange for...

  • Page 199
    ...My team requires additional equipment to complete a high priority project. The equipment cost exceeds the approval limit of my manager. He thinks that waiting for approval from his higher-level manager will take too long. He has instructed me to acquire the equipment by submitting two purchase order...

  • Page 200
    ... in this chapter • Corporate Secretary BlackBerry's directors, officers and employees are insiders of the Company. Consultants, contractors and even students may become insiders as well. Applicable laws and BlackBerry policy prohibit insiders from trading in BlackBerry securities while possessing...

  • Page 201
    ... be a good time to invest in BlackBerry." Has she done anything wrong? A: Yes. Your colleague may have the best of intentions, but encouraging her son and a coworker to purchase BlackBerry stock while in possession of such key information is "tipping." Tipping is a violation of insider trading laws...

  • Page 202
    ... functions and individuals with responsibility for communicating with the investment community, regulators and the media. The primary spokespersons for our Company are the Chief Executive Officer and other BlackBerry personnel designated in our Corporate Disclosure Policy . From time to time, these...

  • Page 203
    ... on behalf of BlackBerry, consider providing a disclosure statement such as, "I work for BlackBerry. The opinions expressed here are my own and don't necessarily represent those of my employer." Otherwise, follow BlackBerry corporate disclosure policies and use your common sense. Contents 53

  • Page 204
    ... available and take action to reduce consumption of water, energy and other resources. You must properly dispose of all electronic products and components including internal equipment, returned customer units or other inventory in compliance with applicable legal requirements and BlackBerry policies...

  • Page 205
    ... to continue to assess the environmental effects of our products and operations and work actively to reduce BlackBerry's overall environmental footprint. Our environmental management system offers an opportunity to create enduring benefits for our shareholders, customers and employees. Contents 55

  • Page 206
    ... communities in which we operate by engaging the talents and resources of our people and partners to embrace mobile technology. BlackBerry's Corporate Citizenship efforts focus on strategic charitable partnerships with our government and enterprise clients. In addition, BlackBerry supports proactive...

  • Page 207
    ..., scanners, etc.), facilities assets (desks, office furnishings, office supplies, building space, etc.), and excess inventory (BlackBerry-branded promotional material, batteries, smartphone cases, etc.). All corporate assets must first be evaluated for potential sale or other cost-recovery before an...

  • Page 208
    ... with government officials and policy makers. You should not communicate with public officials or policy makers on behalf of BlackBerry except as directed by the Government Relations team. Q: My next door neighbor is running for the local town council and has asked for my help. Can I be listed as...

  • Page 209
    ...being of workers and communities around the world that are impacted by the global electronics supply chain. This includes a commitment to a common code of conduct that serves as the basis for BlackBerry's Supplier Code of Conduct. The code's provisions address Labor, Health & Safety, Environment and...

  • Page 210
    ... efforts have failed. C: Reach out to the appropriate commodity manager in procurement and engage the supplier to investigate the NGO's claims. Correct! Supplier relationships are important to BlackBerry. All parties are best served by conducting an investigation into the issues, and working with...

  • Page 211
    Contents 61

  • Page 212
    ... checks, investment securities, negotiable instruments, loans, stocks or stock options, and stored value products such as debit cards, gift certificates and gift cards. • Competition laws. Laws designed to prohibit agreements or practices that restrict free trade and competition between businesses...

  • Page 213
    ... Bribe. • Inside information. Material non-public information about BlackBerry or another company about which you become aware through your work at BlackBerry, that would be likely to affect an investor's decision to buy, sell or hold securities. See also Insider trading; tipping. Contents 63

  • Page 214
    ... significant effect on the market price or value of BlackBerry securities or if a reasonable investor would consider it important in making a decision to buy, sell or hold BlackBerry securities. • Monetary approval authority. Thresholds defining the monetary limits below which BlackBerry employees...

  • Page 215
    ...has been negotiated and executed outside BlackBerry's formal contracting process. • Signing authority. Thresholds defining the monetary limits below which BlackBerry employees have authority to execute an agreement on BlackBerry's behalf and bind the Company thereby as an authorized signatory, and...

  • Page 216
    ... Anonymity (reporting ethics issues) Anti-boycott Anticorruption Anti-monopoly law Antitrust law Assets, use or protection of Audits, internal and external Blackberry assets Blackout period Boards, serving on Boycotts Bribery Bullying Business courtesy Cartel law Charitable donations Competition law...

  • Page 217
    ...responsibilities Marketing Misappropriation Monetary approval Money laundering Open source software Outside activity Outside employment Outside financial interests Personal information Political activities and contributions Political process Public official Public relations Privacy, customer Privacy...

  • Page 218
    ... of damages related to this material or its use, or performance, or non-performance of any software, hardware, service, or any references to third-party sources of information, hardware or software, products or services. ©2014 BlackBerry Limited. BlackBerry Internal Use UPDATED: December 10, 2014