BLACKBERRY Ltd - Quarter Report: 2021 August (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-38232

______________________________________________________

BlackBerry Limited

(Exact name of registrant as specified in its charter)

Canada

98-0164408

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2200 University Ave East

Waterloo

Ontario

Canada

N2K 0A7

(Address of Principal Executive Offices)

(Zip Code)

(519) 888-7465

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	BB	New York Stock Exchange
Common Shares	BB	Toronto Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	o	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

The registrant had 567,010,674 common shares issued and outstanding as of September 20, 2021.


BLACKBERRY LIMITED

TABLE OF CONTENTS
		Page No.
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements
	Consolidated Balance Sheets as of August 31, 2021 (unaudited) and February 28, 2021	5
	Consolidated Statements of Shareholders' Equity - Three and Six Months Ended August 31, 2021 and 2020 (unaudited)	7
	Consolidated Statements of Operations - Three and Six Months Ended August 31, 2021 and 2020 (unaudited)	8
	Consolidated Statements of Comprehensive Loss - Three and Six Months Ended August 31, 2021 and 2020 (unaudited)	9
	Consolidated Statements of Cash Flows - Six Months Ended August 31, 2021 and 2020 (unaudited)	10
	Notes to the Consolidated Financial Statements	11
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3	Quantitative and Qualitative Disclosures about Market Risk	58
Item 4	Controls and Procedures	59

PART II	OTHER INFORMATION
Item 1	Legal Proceedings	59

Item 6	Exhibits	59
Signatures		60

Unless the context otherwise requires, all references to the “Company” and “BlackBerry” include BlackBerry Limited and its subsidiaries.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BlackBerry Limited

Incorporated under the Laws of Ontario

(United States dollars, in millions) (unaudited)

Consolidated Balance Sheets


	As at
	August 31, 2021		February 28, 2021
Assets
Current
Cash and cash equivalents (note 3)	$	291	$	214
Short-term investments (note 3)	416		525
Accounts receivable, net of allowance of $9 and $10, respectively (note 4)	121		182
Other receivables	23		25

Income taxes receivable	9		10
Other current assets (note 4)	50		50
	910		1,006
Restricted cash equivalents and restricted short-term investments (note 3)	27		28
Long-term investments (note 3)	38		37
Other long-term assets (note 4)	13		16

Operating lease right-of-use assets, net	57		63
Property, plant and equipment, net (note 4)	44		48
Goodwill (note 4)	848		849
Intangible assets, net (note 4)	695		771

	$	2,632	$	2,818
Liabilities
Current
Accounts payable	$	22	$	20
Accrued liabilities (note 4)	174		178
Income taxes payable (note 5)	9		6

Deferred revenue, current (note 11)	198		225
	403		429
Deferred revenue, non-current (note 11)	46		69
Operating lease liabilities	79		90
Other long-term liabilities (note 4)	4		6
Long-term debentures (note 6)	782		720


	1,314		1,314
Commitments and contingencies (note 10)
Shareholders’ equity
Capital stock and additional paid-in capital
Preferred shares: authorized unlimited number of non-voting, cumulative, redeemable and retractable	—		—
Common shares: authorized unlimited number of non-voting, redeemable, retractable Class A common shares and unlimited number of voting common shares
Issued - 566,994,978 voting common shares (February 28, 2021 - 565,505,328 )	2,845		2,823
Deficit	(1,512)		(1,306)
Accumulated other comprehensive loss (note 9)	(15)		(13)
	1,318		1,504
	$	2,632	$	2,818

See notes to consolidated financial statements.

On behalf of the Board:


John S. Chen			Barbara Stymiest
Director			Director

BlackBerry Limited

(United States dollars, in millions) (unaudited)

Consolidated Statements of Shareholders’ Equity


	Three Months Ended August 31, 2021
	Capital Stock and Additional Paid-in Capital		Deficit		Accumulated Other Comprehensive Loss		Total
Balance as at May 31, 2021	$	2,834	$	(1,368)	$	(10)	$	1,456
Net loss	—		(144)		—		(144)
Other comprehensive loss	—		—		(5)		(5)

Stock-based compensation	10		—		—		10
Shares issued:
Exercise of stock options	1		—		—		1


Balance as at August 31, 2021	$	2,845	$	(1,512)	$	(15)	$	1,318


	Three Months Ended August 31, 2020
	Capital Stock and Additional Paid-in Capital		Deficit		Accumulated Other Comprehensive Loss		Total
Balance as at May 31, 2020	$	2,777	$	(838)	$	(26)	$	1,913
Net loss	—		(23)		—		(23)
Other comprehensive income	—		—		13		13

Stock-based compensation	9		—		—		9
Shares issued:
Exercise of stock options	2		—		—		2


Balance as at August 31, 2020	$	2,788	$	(861)	$	(13)	$	1,914

See notes to consolidated financial statements.

BlackBerry Limited

(United States dollars, in millions) (unaudited)

Consolidated Statements of Shareholders’ Equity


	Six Months Ended August 31, 2021
	Capital Stock and Additional Paid-in Capital		Deficit		Accumulated Other Comprehensive Loss		Total























Balance as at February 28, 2021	$	2,823	$	(1,306)	$	(13)	$	1,504
Net loss	—		(206)		—		(206)
Other comprehensive loss	—		—		(2)		(2)

Stock-based compensation (note 7)	17		—		—		17
Shares issued:
Exercise of stock options (note 7)	2		—		—		2

Employee share purchase plan (note 7)	3		—		—		3
Balance as at August 31, 2021	$	2,845	$	(1,512)	$	(15)	$	1,318


	Six Months Ended August 31, 2020
	Capital Stock and Additional Paid-in Capital		Deficit		Accumulated Other Comprehensive Loss		Total























Balance as at February 29, 2020	$	2,760	$	(198)	$	(33)	$	2,529
Net loss	—		(659)		—		(659)
Other comprehensive income	—		—		20		20
Cumulative impact of adoption of ASC 326	—		(4)		—		(4)
Stock-based compensation	22		—		—		22
Shares issued:
Exercise of stock options	3		—		—		3

Employee share purchase plan	3		—		—		3
Balance as at August 31, 2020	$	2,788	$	(861)	$	(13)	$	1,914

See notes to consolidated financial statements.

BlackBerry Limited

(United States dollars, in millions, except per share data) (unaudited)

Consolidated Statements of Operations


	Three Months Ended				Six Months Ended
	August 31, 2021		August 31, 2020		August 31, 2021		August 31, 2020
Revenue (note 11)	$	175	$	259	$	349	$	465
Cost of sales	63		60		123		123

Gross margin	112		199		226		342

Operating expenses
Research and development	58		57		115		114
Selling, marketing and administration	83		79		156		169
Amortization	45		46		91		92
Impairment of goodwill (note 3)	—		—		—		594
Impairment of long-lived assets	—		21		—		21

Debentures fair value adjustment (note 6)	67		18		63		19

	253		221		425		1,009
Operating loss	(141)		(22)		(199)		(667)
Investment loss, net	(1)		(5)		(3)		(5)
Loss before income taxes	(142)		(27)		(202)		(672)
Provision for (recovery of) income taxes (note 5)	2		(4)		4		(13)


Net loss	$	(144)	$	(23)	$	(206)	$	(659)
Loss per share (note 8)
Basic	$	(0.25)	$	(0.04)	$	(0.36)	$	(1.18)
Diluted	$	(0.25)	$	(0.04)	$	(0.36)	$	(1.18)

See notes to consolidated financial statements.

BlackBerry Limited

(United States dollars, in millions) (unaudited)

Consolidated Statements of Comprehensive Loss


	Three Months Ended				Six Months Ended
	August 31, 2021		August 31, 2020		August 31, 2021		August 31, 2020
Net loss	$	(144)	$	(23)	$	(206)	$	(659)
Other comprehensive income (loss)

Net change in fair value and amounts reclassified to net loss from derivatives designated as cash flow hedges during the period, net of income taxes of nil for the three and six months ended August 31, 2021 and August 31, 2020 (note 9)	(2)		4		(1)		3

Foreign currency translation adjustment, net of income taxes of nil for the three and six months ended August 31, 2021 (net of income taxes of $1 million and $1 million respectively, for the three and six months ended August 31,2020)	(3)		2		(2)		3

Net change in fair value from instrument-specific credit risk on the Debentures, net of income taxes of nil for the three and six months ended August 31, 2021 (net of income taxes of $1 million and $2 million, respectively, for the three and six months ended August 31, 2020) (note 6)	—		7		1		14
Other comprehensive income (loss)	(5)		13		(2)		20
Comprehensive loss	$	(149)	$	(10)	$	(208)	$	(639)

See notes to consolidated financial statements.

BlackBerry Limited

(United States dollars, in millions) (unaudited)

Consolidated Statements of Cash Flows


	Six Months Ended
	August 31, 2021		August 31, 2020
Cash flows from operating activities


Net loss	$	(206)	$	(659)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	97		100

Stock-based compensation	17		22
Impairment of goodwill	—		594
Impairment of long-lived assets	—		21



Debentures fair value adjustment (note 6)	63		19


Operating leases	(8)		(2)
Other	(2)		(3)
Net changes in working capital items
Accounts receivable, net of allowance	61		(29)
Other receivables	2		(11)

Income taxes receivable	1		(3)
Other assets	4		43
Accounts payable	2		(2)
Accrued liabilities	(2)		(21)
Income taxes payable	3		(12)
Deferred revenue	(50)		(57)
Net cash used in operating activities	(18)		—
Cash flows from investing activities
Acquisition of long-term investments	(1)		(1)

Acquisition of property, plant and equipment	(4)		(3)

Acquisition of intangible assets	(14)		(16)


Acquisition of short-term investments	(429)		(320)
Proceeds on sale or maturity of restricted short-term investments	24		—
Proceeds on sale or maturity of short-term investments	537		794


Net cash provided by investing activities	113		454
Cash flows from financing activities
Issuance of common shares	5		6




Payment of finance lease liability	—		(1)



Net cash provided by financing activities	5		5
Effect of foreign exchange gain on cash, cash equivalents, restricted cash, and restricted cash equivalents	—		1
Net increase in cash, cash equivalents, restricted cash, and restricted cash equivalents during the period	100		460
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period	218		426
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period	$	318	$	886

See notes to consolidated financial statements.

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 (unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

Basis of Presentation and Preparation

These interim consolidated financial statements have been prepared by management in accordance with United States generally accepted accounting principles (“U.S. GAAP”). They do not include all of the disclosures required by U.S. GAAP for annual financial statements and should be read in conjunction with the audited consolidated financial statements of BlackBerry Limited (the “Company”) for the year ended February 28, 2021 (the “Annual Financial Statements”), which have been prepared in accordance with U.S. GAAP. In the opinion of management, all normal recurring adjustments considered necessary for fair presentation have been included in these interim consolidated financial statements. Operating results for the three and six months ended August 31, 2021 are not necessarily indicative of the results that may be expected for the full year ending February 28, 2022. The consolidated balance sheet at February 28, 2021 was derived from the audited Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements.

Certain of the comparative figures have been reclassified to conform to the current period’s presentation.

In the first quarter of fiscal 2022, the Chief Operating Decision Maker (“CODM”), who is the Executive Chair and Chief Executive Officer (“CEO”) of the Company, began making decisions and assessing the performance of the Company using three operating segments, whereas the CODM previously made decisions and assessed the performance of the Company as a single operating segment. As a result of the internal reporting reorganization, the Company is now organized and managed as three reportable operating segments: Cyber Security, IoT (collectively, “Software & Services”), and Licensing and Other, as further discussed in Note 11.

Risks and Uncertainties

In fiscal 2022 and fiscal 2021, the economic downturn and uncertainty caused by the novel coronavirus (“COVID-19”) resulted in the Company making significant judgments related to its estimates and assumptions concerning the impairment of goodwill, indefinite-lived intangible assets, certain operating lease right-of-use (“ROU”) assets and associated property, plant and equipment, and concerning the collectability of receivables.

As of the date of issuance of the financial statements, the Company is not aware of any additional events or circumstances which would require it to update its estimates, judgments, or revise the carrying value of its assets or liabilities, other than the COVID-19 pandemic as discussed below in Note 3. These estimates may change, as new events occur and additional information is obtained, and such changes will be recognized in the consolidated financial statements as soon as they become known. Actual results could differ from these estimates and any such differences may be material to the Company’s financial statements.

Significant Accounting Policies and Critical Accounting Estimates

There have been no material changes to the Company’s accounting policies or critical accounting estimates from those described in the Annual Financial Statements.

Accounting Standards Adopted During Fiscal 2022

ASC 740, Income Taxes

In December 2019, the Financial Accounting Standards Board (“FASB”) released ASU 2019-12 on the topic of simplifying the accounting for income taxes, as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. The amendments in this update remove certain exceptions from Topic 740, Income Taxes, including: (i) the exception to the incremental approach for intra-period tax allocation; (ii) the exception to accounting for basis differences when there are ownership changes in foreign investments; and (iii) the exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The update also simplifies U.S. GAAP in several other areas of Topic 740 such as: (i) franchise taxes and other taxes partially based on income; (ii) transactions with a government that result in a step up in the tax basis of goodwill; (iii) separate financial statements of entities not subject to tax; and (iv) enacted changes in tax laws in interim periods.

The guidance was effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The only aspect of ASU 2019-12 that impacts the Company is the removal of the exception related to intra-period tax allocation. As a result of its adoption of the new standard, the Company determines the tax attributable to continuing operations without regard to the tax effect of other items included in other comprehensive income. The Company adopted this guidance in the first quarter of fiscal 2022 and it did not have a material impact on the Company’s results of operations, financial position or disclosures.

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 (unaudited)

2. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

In August 2020, the FASB issued a new accounting standard on the topic of debt with conversion and other options, ASU 2020-06. The amendment in this update simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning after December 15, 2021. The Company will adopt this guidance in the first quarter of fiscal 2023 and does not expect the adoption to have a material impact on its results of operations, financial position and disclosures.

3. FAIR VALUE MEASUREMENTS, CASH, CASH EQUIVALENTS AND INVESTMENTS

Fair Value

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 determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use in pricing the asset or liability, such as inherent risk, non-performance risk and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value into three levels:

•Level 1 - Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.

•Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•Level 3 - Significant unobservable inputs that are supported by little or no market activity.

The fair value hierarchy also requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Recurring Fair Value Measurements

The Company’s cash and cash equivalents, accounts receivable, other receivables, accounts payable and accrued liabilities are measured at an amount that approximates their fair values (Level 2 measurement) 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. The Company also reviews the inputs used in the valuation process and assesses the pricing of the securities for reasonableness after conducting its own internal collection of quoted prices from brokers. Fair values for all investment categories provided by the independent third-party valuator that are in excess of 0.5% from the fair values determined by the Company are communicated to the independent third-party valuator for consideration of reasonableness. The independent third-party valuator considers the information provided by the Company before determining whether a change in their original pricing is warranted.

The Company’s investments largely consist of debt securities issued by major corporate and banking organizations, the provincial and federal governments of Canada, international government banking organizations and the United States Department of the Treasury and are all investment grade. The Company also holds certain private equity investments without readily determinable fair value and a limited amount of public equity securities following the initial public offering by the issuer of a previous private equity investment.

For a description of how the fair values of the 1.75% Debentures (as defined in Note 6) and 3.75% Debentures (as defined in Note 6) were determined, see the “Convertible debentures” accounting policies in Note 1 to the Annual Financial Statements. The 1.75% Debentures are classified as Level 3 and the 3.75% Debentures were classified as Level 2.

Non-Recurring Fair Value Measurements

Upon the occurrence of certain events, the Company re-measures the fair value of long-lived assets, including property, plant and equipment, operating lease ROU assets, intangible assets and goodwill.

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 (unaudited)

Goodwill Impairment

During the first quarter of fiscal 2021, as a result of the deterioration in economic conditions caused by the global COVID-19 pandemic and its impact on the Company’s reporting units, and the decline of the trading value of the Company’s capital stock below the Company’s consolidated carrying value, the Company determined that it was more likely than not that the fair value of at least one of its reporting units was lower than its carrying value after including goodwill. As a result, the Company completed an analysis of the fair value of its reporting units to compare against their respective carrying values as of May 31, 2020. 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, 2020. The Company did not identify any goodwill impairment during its annual impairment test in the fourth quarter of fiscal 2021, and all reporting units substantially exceeded their carrying values. For further discussion of the Goodwill Impairment Charge in fiscal 2021, see Note 3 to the Annual Financial Statements.

Cash, Cash Equivalents and Investments

The components of cash, cash equivalents and investments by fair value level as at August 31, 2021 were as follows:


	Cost Basis		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Short-term Investments		Long-term Investments		Restricted Cash Equivalents
Bank balances	$	95	$	—	$	95	$	95	$	—	$	—	$	—
Other investments	38		—		38		—		—		38		—
	133		—		133		95		—		38		—
Level 1:

Equity securities	10		(8)		2		—		2		—		—


Level 2:
Term deposits, certificates of deposits, and GIC's	164		—		164		45		92		—		27
Bankers’ acceptances/bearer deposit notes	42		—		42		34		8		—		—
Commercial paper	256		—		256		84		172		—		—
Non-U.S. promissory notes	81		—		81		20		61		—		—

Non-U.S. government sponsored enterprise notes	77		—		77		—		77		—		—
Non-U.S. treasury bills/notes	13		—		13		13		—		—		—

Corporate notes/bonds	4		—		4		—		4		—		—
	637		—		637		196		414		—		27





	$	780	$	(8)	$	772	$	291	$	416	$	38	$	27

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 (unaudited)

The components of cash, cash equivalents and investments by fair value level as at February 28, 2021 were as follows:


	Cost Basis		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Short-term Investments		Long-term Investments		Restricted Cash Equivalents		Restricted Short-term Investments
Bank balances	$	165	$	—	$	165	$	165	$	—	$	—	$	—	$	—
Other investments	37		—		37		—		—		37		—		—
	202		—		202		165		—		37		—		—
Level 1:
Equity securities	10		(7)		3		—		3		—		—		—

Level 2:
Term deposits, certificates of deposits, and GICs	138		—		138		7		103		—		4		24
Bearer deposit notes	40		—		40		—		40		—		—		—
Commercial paper	162		—		162		15		147		—		—		—
Non-U.S. promissory notes	55		—		55		26		29		—		—		—

Non-U.S. government sponsored enterprise notes	154		—		154		1		153		—		—		—
Non-U.S. treasury bills/notes	25		—		25		—		25		—		—		—

Corporate notes/bonds	25		—		25		—		25		—		—		—
	599		—		599		49		522		—		4		24




	$	811	$	(7)	$	804	$	214	$	525	$	37	$	4	$	24

As at August 31, 2021, the Company had private equity investments without readily determinable fair value of $38 million (February 28, 2021 - $37 million).

There were no realized gains or losses on available-for-sale securities for the three and six months ended August 31, 2021 (realized losses of nil for the three and six months ended August 31, 2020).

The Company has restricted cash and cash equivalents, consisting of cash and securities pledged as collateral to major banking partners in support of the Company’s requirements for letters of credit. These letters of credit support certain leasing arrangements entered into in the ordinary course of business. The letters of credit are for terms ranging from one month to four years. The Company is legally restricted from accessing these funds during the term of the leases for which the letters of credit have been issued; however, the Company can continue to invest the funds and receive investment income thereon.

The following table provides a reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents as at August 31, 2021 and February 28, 2021 from the consolidated balance sheets to the consolidated statements of cash flows:


	As at
	August 31, 2021		February 28, 2021
Cash and cash equivalents	$	291	$	214
Restricted cash and cash equivalents	27		4
Total cash, cash equivalents, restricted cash, and restricted cash equivalents presented in the consolidated statements of cash flows	$	318	$	218

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 (unaudited)

The contractual maturities of available-for-sale investments as at August 31, 2021 and February 28, 2021 were as follows:


	As at
	August 31, 2021				February 28, 2021
	Cost Basis		Fair Value		Cost Basis		Fair Value
Due in one year or less	$	637	$	637	$	599	$	599


No fixed maturity	10		2		10		3
	$	647	$	639	$	609	$	602

As at August 31, 2021, the Company had investments with continuous unrealized losses totaling $8 million, consisting of unrealized losses on equity securities (February 28, 2021 - continuous unrealized losses totaling $7 million).

4. CONSOLIDATED BALANCE SHEET DETAILS

Accounts Receivable, Net of Allowance

The allowance for credit losses as at August 31, 2021 was $9 million (February 28, 2021 - $10 million).

The Company recognizes current estimated credit losses for accounts receivable, net of allowance. The cumulative expected credit losses (“CECL”) for accounts receivable, net are estimated based on days past due and region for each customer in relation to a representative pool of assets consisting of a large number of customers with similar risk characteristics that operate under similar economic environments. The Company determined the CECL by estimating historical credit loss experience based on the past due status and region of the customers, adjusted as appropriate to reflect current conditions and estimates of future economic conditions, inclusive of the effect of the COVID-19 pandemic on credit losses. The duration and severity of the COVID-19 pandemic and the resulting market volatility are highly uncertain and, as such, the impact on expected credit losses is subject to significant judgment and may cause variability in the Company’s allowance for credit losses in future periods. When specific customers are identified as no longer sharing the same risk profile as their current pool, they are removed from the pool and evaluated separately. The Company also has long-term accounts receivable included in Other Long-term Assets. The CECL for long-term accounts receivable is estimated using the probability of default method and the default exposure due to limited historical information. The exposure of default is represented by the assets’ amortized carrying amount at the reporting date.

The following table sets forth the activity in the Company’s allowance for credit losses:


	As at
	August 31, 2021
Beginning balance as of February 29, 2020	$	9
Impact of adopting ASC 326	4
Prior period recovery for expected credit losses	(3)
Ending balance of the allowance for credit loss as at February 28, 2021	10

Current period recovery for expected credit losses	(1)


Ending balance of the allowance for credit loss as at August 31, 2021	$	9

The allowance for credit losses as at August 31, 2021 consists of $2 million (February 28, 2021 - $3 million) relating to CECL estimated based on days past due and region and $7 million (February 28, 2021 - $7 million) relating to specific customers that were evaluated separately.

There was one customer that comprised more than 10% of accounts receivable as at August 31, 2021 (February 28, 2021 - one customer comprised more than 10%).

Other Current Assets

As at August 31, 2021 and February 28, 2021, other current assets included items such as the current portion of deferred commissions and prepaid expenses, among other items, none of which were greater than 5% of the current assets balance in all periods presented.

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 (unaudited)

Property, Plant and Equipment, Net

Property, plant and equipment comprised the following:


	As at
	August 31, 2021		February 28, 2021
Cost
Buildings, leasehold improvements and other	$	53	$	67
BlackBerry operations and other information technology	93		110
Manufacturing, repair and research and development equipment	71		72
Furniture and fixtures	9		10
	226		259
Accumulated amortization	182		211
Net book value	$	44	$	48

Intangible Assets, Net

Intangible assets comprised the following:


	As at August 31, 2021
	Cost		Accumulated Amortization		Net Book Value
Acquired technology	$	1,023	$	747	$	276
Intellectual property	500		314		186
Other acquired intangibles	494		261		233
	$	2,017	$	1,322	$	695


	As at February 28, 2021
	Cost		Accumulated Amortization		Net Book Value
Acquired technology	$	1,023	$	712	$	311
Intellectual property	498		299		199
Other acquired intangibles	494		233		261
	$	2,015	$	1,244	$	771

For the six months ended August 31, 2021, amortization expense related to intangible assets amounted to $89 million (six months ended August 31, 2020 - $89 million)

Total additions to intangible assets for six months ended August 31, 2021 amounted to $14 million (six months ended August 31, 2020 - $16 million). During the six months ended August 31, 2021, additions to intangible assets primarily consisted of payments for intellectual property relating to patent maintenance, registration and license fees.

Based on the carrying value of the identified intangible assets as at August 31, 2021, and assuming no subsequent impairment of the underlying assets, the annual amortization expense for the remainder of fiscal 2022 and each of the five succeeding years is expected to be as follows: fiscal 2022 - $73 million; fiscal 2023 - $120 million; fiscal 2024 - $110 million; fiscal 2025 - $102 million; fiscal 2026 - $96 million and fiscal 2027 - $88 million.

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 (unaudited)

Goodwill

Changes to the carrying amount of goodwill during the six months ended August 31, 2021 were as follows:


	Carrying Amount
Carrying amount as at February 29, 2020	$	1,437
Goodwill impairment charge (see note 3)	(594)
Effect of foreign exchange on non-U.S. dollar denominated goodwill	6
Carrying amount as at February 28, 2021	849


Effect of foreign exchange on non-U.S. dollar denominated goodwill	(1)
Carrying amount as at August 31, 2021	$	848

Other Long-term Assets

As at August 31, 2021 and February 28, 2021, other long-term assets included long-term portion of deferred commission and long-term receivables, among other items, none of which were greater than 5% of total assets in any of the periods presented.

Accrued Liabilities

Accrued liabilities comprised the following:


	As at
	August 31, 2021		February 28, 2021



Operating lease liabilities, current	30		33
Other	144		145
	$	174	$	178

Other accrued liabilities include accrued royalties, accrued director fees, accrued vendor liabilities, accrued carrier liabilities, variable incentive accrual and payroll withholding taxes, among other items, none of which were greater than 5% of the current liabilities balance.

Other Long-term Liabilities

Other long-term liabilities consist of the long-term portion of finance lease liabilities and non-lease component liabilities related to the Company’s previous Resource Allocation Program entered into in order to transition the Company from a legacy hardware manufacturer to a licensing driven software business.

5. INCOME TAXES

For the six months ended August 31, 2021, the Company’s net effective income tax expense rate was approximately 2% compared to a net effective income tax recovery rate of 2% for the six months ended August 31, 2020. The Company’s income tax rate reflects the change in unrecognized income tax benefit, if any, and the fact that the Company has a significant valuation allowance against its deferred income tax assets, and in particular, the change in fair value of the Debentures (as defined in Note 6), amongst other items, is offset by a corresponding adjustment of the valuation allowance. The Company’s net effective income tax rate also reflects the geographic mix of earnings in jurisdictions with different income tax rates.

The Company’s total unrecognized income tax benefits as at August 31, 2021 were $19 million (February 28, 2021 - $24 million). As at August 31, 2021, $19 million of the unrecognized income tax benefits have been netted against deferred income tax assets and nil has been recorded within income taxes payable on the Company’s consolidated balance sheets.

The Company is subject to ongoing examination by tax authorities in certain jurisdictions in which it operates. The Company regularly assesses the status of these examinations and the potential for adverse outcomes to determine the adequacy of the provision for income taxes as well as the provisions for indirect and other taxes and related penalties and interest. While the final resolution of audits is uncertain, the Company believes the ultimate resolution of these audits will not have a material adverse effect on its consolidated financial position, liquidity or results of operations.

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 (unaudited)

6. DEBENTURES

1.75% Convertible Debentures

On September 1, 2020, Hamblin Watsa Investment Counsel Ltd., in its capacity as investment manager of Fairfax Financial Holdings Limited ("Fairfax"), and another institutional investor invested in the Company through a $365 million private placement of new debentures (the “1.75% Debentures”), which replaced $605 million of debentures issued in a private placement on September 7, 2016 (the “3.75% Debentures”) as described below (collectively, the “Debentures”).

Due to the conversion option and other embedded derivatives within the 1.75% Debentures, and consistent with the Company’s accounting for the 3.75% Debentures, the Company has elected to record the 1.75% Debentures, including the debt itself and all embedded derivatives, at fair value and present the 1.75% Debentures as a single hybrid financial instrument. No portion of the fair value of the 1.75% Debentures has been recorded as equity, nor would be if the embedded derivatives were bifurcated from the host debt contract.

Each period, the fair value of the 1.75% Debentures is recalculated and resulting gains and losses from the change in fair value of the Debentures associated with non-credit components are recognized in income, while the change in fair value associated with credit components is recognized in accumulated other comprehensive loss (“AOCL”). The fair value of the Debentures has been determined using the significant Level 2 inputs interest rate curves and any observable trades of the Debentures that may have occurred during the period, the market price and volatility of the Company’s listed common shares, and the significant Level 3 inputs related to credit spread and the implied discount of the 1.75% Debentures at issuance.

The Company originally determined its credit spread by calibrating to observable trades of the 3.75% Debentures and trending the calibrated spread to valuation dates utilizing an appropriate credit index. The Company’s credit spread was determined to be 7.90% as of the issuance date of the 1.75% Debentures and 6.46% as of August 31, 2021. An increase in credit spread will result in a decrease in the fair value of 1.75% Debentures and vice versa. The fair value of the 1.75% Debentures on September 1, 2020 was determined to be approximately $456 million and the implied discount approximately $91 million. The Company determined the implied discount on the 1.75% Debentures by calculating the fair value of the 1.75% Debentures on September 1, 2020 utilizing the above credit spread and other inputs described above.

The following table summarizes the change in fair value of the 1.75% Debentures for the six months ended August 31, 2021, which also represents the total changes through earnings of items classified as Level 3 in the fair value hierarchy:


	As at
	August 31, 2021
Balance as at February 28, 2021	$	720
Change in fair value of the Debentures	62
Balance as at August 31, 2021	$	782

The difference between the fair value of the 1.75% Debentures and the unpaid principal balance of $365 million is $417 million.

The following table shows the impact of the changes in fair value of the 1.75% Debentures for the three and six months ended August 31, 2021 and August 31, 2020:


	Three Months Ended				Six Months Ended
	August 31, 2021		August 31, 2020		August 31, 2021		August 31, 2020







Charge associated with the change in fair value from non-credit components recorded in the consolidated statements of operations	$	(67)	$	—	$	(63)	$	—
Income associated with the change in fair value from instrument-specific credit components recorded in AOCL	—		—		1		—
Total increase in the fair value of the 1.75% Debentures	$	(67)	$	—	$	(62)	$	—

For the three and six months ended August 31, 2021, the Company recorded interest expense related to the Debentures of $2 million and $3 million, respectively, which has been included in investment loss, net on the Company’s consolidated statements of operations (three and six months ended August 31, 2020 - $6 million and $11 million).

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 (unaudited)

Fairfax, a related party under U.S. GAAP due to its beneficial ownership of common shares in the Company after taking into account potential conversion of the Debentures, owned $500 million principal amount of the 3.75% Debentures and purchased $330 million principal amount of the 1.75% Debentures. As such, the redemption of Fairfax’s portion of the 3.75% Debentures, the investment by Fairfax in the 1.75% Debentures and the payment of interest on the Debentures to Fairfax represent related party transactions. Fairfax receives interest at the same rate as other holders of the Debentures.

3.75% Convertible Debentures

On September 7, 2016, Fairfax and other institutional investors invested in the Company through a $605 million private placement of the 3.75% Debentures.

On July 22, 2020, the Company announced that, with the required approval of the holders of the 3.75% Debentures, it would redeem the 3.75% Debentures for a redemption amount of approximately $615 million (the “Redemption Amount”), which would settle all outstanding obligations of the Company in respect of the 3.75% Debentures. The redemption was completed on September 1, 2020. As the Redemption Amount represented fair value at August 31, 2020 and the Company elected the fair value option for the 3.75% Debentures, the impact to the consolidated statements of operations of the redemption on the fair value was recorded in the second quarter of fiscal 2021.

The following table shows the impact of the changes in fair value of the 3.75% Debentures for the three and six months ended August 31, 2021 and August 31, 2020:


	Three Months Ended				Six Months Ended
	August 31, 2021		August 31, 2020		August 31, 2021		August 31, 2020

Charge associated with the change in fair value from non-credit components recorded in the consolidated statements of operations	$	—	$	(18)	$	—	$	(19)
Income associated with the change in fair value from instrument-specific credit components recorded in AOCL	—		7		—		15


Total decrease in the fair value of the 3.75% Debentures	$	—	$	(11)	$	—	$	(4)

7. CAPITAL STOCK

The following details the changes in issued and outstanding common shares for the six months ended August 31, 2021:


	Capital Stock and Additional Paid-in Capital
	Stock Outstanding (000s)	Amount
Common shares outstanding as at February 28, 2021	565,505	$	2,823
Exercise of stock options	379	2
Common shares issued for restricted share unit settlements	732	—
Stock-based compensation	—	17






Common shares issued for employee share purchase plan	379	3
Common shares outstanding as at August 31, 2021	566,995	$	2,845

The Company had 567 million voting common shares outstanding, 1 million options to purchase voting common shares, 20 million RSUs and 1 million DSUs outstanding as at September 20, 2021. In addition, 60.8 million common shares are issuable upon conversion in full of the 1.75% Debentures as described in Note 6.

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 (unaudited)

8. LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss per share:


	Three Months Ended				Six Months Ended
	August 31, 2021		August 31, 2020		August 31, 2021		August 31, 2020
Net loss for basic and diluted loss per share available to common shareholders (1)	$	(144)	$	(23)	$	(206)	$	(659)




Weighted average number of shares outstanding (000’s) - basic and diluted (1) (2) (3)	568,082		558,882		567,724		558,365




Loss per share - reported
Basic	$	(0.25)	$	(0.04)	$	(0.36)	$	(1.18)
Diluted	$	(0.25)	$	(0.04)	$	(0.36)	$	(1.18)

______________________________

(1) The Company has not presented the dilutive effect of the Debentures using the if-converted method in the calculation of diluted loss per share for the three and six months ended August 31, 2021 and August 31, 2020, as to do so would be antidilutive. See Note 6 for details on the Debentures.

(2) The three and six months ended August 31, 2021, includes approximately 1,421,945 common shares (Exchange Shares) remaining to be issued on the third anniversary date of the Cylance acquisition completed on February 21, 2019, in consideration for the acquisition. The three and six months ended August 31, 2020, includes approximately 2,802,067 common shares to be issued in equal installments on the two anniversary dates of the Cylance acquisition thereafter, in consideration for the acquisition. There are no service or other requirements associated with the issuance of these shares.

(3) The Company has not presented the dilutive effect of in-the-money options and RSUs that will be settled upon vesting by the issuance of new common shares in the calculation of diluted loss per share for the three and six months ended August 31, 2021 and August 31, 2020, as to do so would be antidilutive.

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 (unaudited)

9. ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in AOCL by component net of tax, for the three and six months ended August 31, 2021 and August 31, 2020 were as follows:


	Three Months Ended				Six Months Ended
	August 31, 2021		August 31, 2020		August 31, 2021		August 31, 2020




Cash Flow Hedges
Balance, beginning of period	$	2	$	(2)	$	1	$	(1)
Other comprehensive income (loss) before reclassification	(2)		3		—		1
Amounts reclassified from AOCL into net loss	—		1		(1)		2
Accumulated net unrealized gains (losses) on derivative instruments designated as cash flow hedges	$	—	$	2	$	—	$	2
Foreign Currency Cumulative Translation Adjustment
Balance, beginning of period	$	(3)	$	(8)	$	(4)	$	(9)
Other comprehensive income (loss) before reclassification	(3)		2		(2)		3
Foreign currency cumulative translation adjustment	$	(6)	$	(6)	$	(6)	$	(6)
Change in Fair Value From Instrument-Specific Credit Risk On Debentures
Balance, beginning of period	$	(8)	$	(15)	$	(9)	$	(22)
Other comprehensive income before reclassification	—		7		1		14

Change in fair value from instruments-specific credit risk on Debentures	$	(8)	$	(8)	$	(8)	$	(8)
Other Post-Employment Benefit Obligations
Actuarial losses associated with other post-employment benefit obligations	$	(1)	$	(1)	$	(1)	$	(1)
Accumulated Other Comprehensive Loss, End of Period	$	(15)	$	(13)	$	(15)	$	(13)

10. COMMITMENTS AND CONTINGENCIES

(a)Letters of Credit

The Company had $27 million in collateralized outstanding letters of credit in support of certain leasing arrangements entered into in the ordinary course of business as of August 31, 2021. See the discussion of restricted cash in Note 3.

(b)Contingencies

Litigation

The Company is involved in litigation in the normal course of its business, both as a defendant and as a plaintiff. The Company is subject to a variety of claims (including claims related to patent infringement, purported class actions and other claims in the normal course of business) and may be subject to additional claims either directly or through indemnities against claims that it provides to certain of its partners and customers. In particular, the industry in which the Company competes has many participants that own, or claim to own, intellectual property, including participants that have been issued patents and may have filed patent applications or may obtain additional patents and proprietary rights for technologies similar to those used by the Company in its products. The Company has received, and may receive in the future, assertions and claims from third parties that the Company’s products infringe on their patents or other intellectual property rights. Litigation has been, and will likely continue to be, necessary to determine the scope, enforceability and validity of third-party proprietary rights or to establish the Company’s proprietary rights. Regardless of whether claims against the Company have merit, those claims could be time-consuming to evaluate and defend, result in costly litigation, divert management’s attention and resources and subject the Company to significant liabilities.

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 and the amount is reasonably

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 (unaudited)

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.

As of August 31, 2021, there are no material claims outstanding for which the Company has assessed the potential loss as both probable to result and reasonably estimable; therefore, no accrual has been made. Further, there are claims outstanding for which the Company has assessed the potential loss as reasonably possible to result; however, an estimate of the amount of loss cannot reasonably be made. 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 does not require the claimant to specifically identify the patent claims that have allegedly been infringed or the products that are alleged to infringe; damages sought are unspecified, unsupportable, unexplained or uncertain; discovery has not been started or is incomplete; the facts that are in dispute are highly complex (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 have not engaged in any meaningful settlement discussions; the possibility that other parties may share in any ultimate liability; and the often slow pace of litigation.

The Company has included the following summaries of certain of its legal proceedings though they do not meet the test for accrual described above.

Between October and December 2013, several purported class action lawsuits and one individual lawsuit were filed against the Company and certain of its former officers in various jurisdictions in the U.S. and Canada alleging that 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 individual lawsuit was voluntarily dismissed.

On March 14, 2014, the four putative U.S. class actions were consolidated in the U.S. District Court for the Southern District of New York, and on May 27, 2014, a consolidated amended class action complaint was filed. On March 13, 2015, the Court issued an order granting the Company’s motion to dismiss. The Court denied the plaintiffs’ motion for reconsideration and for leave to file an amended complaint on November 13, 2015. On August 24, 2016, the U.S. Court of Appeals for the Second Circuit affirmed the District Court order dismissing the complaint, but vacated the order denying leave to amend and remanded to the District Court for further proceedings in connection with the plaintiffs’ request for leave to amend. The Court granted the plaintiffs’ motion for leave to amend on September 13, 2017. On September 29, 2017, the plaintiffs filed a second consolidated amended class action complaint (the “Second Amended Complaint”), which added the Company’s former Chief Legal Officer as a defendant. The Court denied the motion to dismiss the Second Amended Complaint on March 19, 2018. On January 4, 2019, the Court issued an order placing the case on its suspense calendar but allowed fact and expert discovery to continue. On August 2, 2019, the Magistrate Judge issued a Report and Recommendation that the Court grant the defendants’ motion for judgment on the pleadings dismissing the claims of additional plaintiffs Cho and Ulug. On September 24, 2019, the District Court Judge accepted the Magistrate Judge’s recommendation and dismissed the claims of Cho and Ulug against all defendants. On October 17, 2019, Cho and Ulug filed a Notice of Appeal. The District Court removed the case from its suspense calendar on May 29, 2020. Plaintiffs filed a motion for class certification on June 8, 2020. All discovery was completed as of November 13, 2020. On January 26, 2021, the District Court granted the plaintiffs’ motion for class certification. The class includes “all persons who purchased or otherwise acquired the common stock of BlackBerry Limited on the NASDAQ during the period from March 28, 2013, through and including September 20, 2013 (the “Class Period”).” The class excludes (a) all persons and entities who purchased or otherwise acquired BlackBerry Limited common stock between March 28, 2013, and April 10, 2013, and who sold all their BlackBerry Limited common stock before April 11, 2013, and (b) the Defendants, officers and directors of BlackBerry Limited, members of their immediate families and their legal representatives, heirs, successors, or assigns, and any entity in which any of the Defendants have or had a controlling interest. On February 9, 2021, the defendants filed a Rule 23(f) petition for interlocutory review of the class certification order with the Second Circuit Court of Appeals. The Second Circuit Court of Appeals denied the Rule 23(f) petition on June 23, 2021. The Second Circuit Court of Appeals affirmed the District Court judgment dismissing Cho and Ulug’s claims on March 11, 2021, and denied Cho and Ulug’s petition for panel rehearing and rehearing en banc on April 28, 2021. On April 19, 2021, Defendants filed a motion for summary judgment, and both parties filed Daubert motions to exclude the testimony of the oppositions’ marketing and accounting experts. Both sides filed oppositions to these motions on June 21, 2021. Defendants filed a reply in support of their summary judgment motion and a motion to strike Plaintiffs’ response to Defendants’ separate statement of undisputed facts on July 22, 2021. Plaintiffs filed an opposition to the motion to strike

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 (unaudited)

on August 5, 2021, and Defendants filed a reply in support on August 10, 2021. On August 13, 2021, Plaintiffs filed an unopposed motion for approval of a class notice plan. On September 10, 2021, the Court (i) granted in part and denied in part the parties’ Daubert motions and (ii) granted the plaintiffs’ unopposed motion for approval of the class notice plan. On May 5, 2021, the parties participated in a mediation with the Hon. Layn Phillips (ret.), which did not result in an agreement. The Court has not set a trial date.

On July 23, 2014, the plaintiffs in the putative Ontario class action filed a motion for certification and leave to pursue statutory misrepresentation claims. On November 16, 2015, the Ontario Superior Court of Justice issued an order granting the plaintiffs’ motion for leave to file a statutory claim for misrepresentation. On December 2, 2015, the Company filed a notice of motion seeking leave to appeal this ruling. On January 22, 2016, the Court postponed the hearing on the plaintiffs’ certification motion to an undetermined date after asking the Company to file a motion to dismiss the claims of the U.S. plaintiffs for forum non conveniens. Before that motion was heard, the parties agreed to limit the class to purchasers who reside in Canada or purchased on the Toronto Stock Exchange. On November 15, 2018, the Court denied the Company’s motion for leave to appeal the order granting the plaintiffs leave to file a statutory claim for misrepresentation. On February 5, 2019, the Court entered an order certifying a class comprised persons (a) who purchased BlackBerry common shares between March 28, 2013, and September 20, 2013, and still held at least some of those shares as of September 20, 2013, and (b) who acquired those shares on a Canadian stock exchange or acquired those shares on any other stock exchange and were a resident of Canada when the shares were acquired. Notice of class certification was published on March 6, 2019. The Company filed its Statement of Defence on April 1, 2019, and discovery is proceeding.

On February 15, 2017, a putative employment class action was filed against the Company in the Ontario Superior Court of Justice. The Statement of Claim alleges that actions the Company took when certain of its employees decided to accept offers of employment from Ford Motor Company of Canada amounted to a wrongful termination of the employees’ employment with the Company. The claim seeks (i) an unspecified quantum of statutory, contractual, or common law termination entitlements; (ii) punitive or breach of duty of good faith damages of CAD$20,000,000, or such other amount as the Court finds appropriate, (iii) pre- and post- judgment interest, (iv) attorneys’ fees and costs, and (v) such other relief as the Court deems just. The Court granted the plaintiffs’ motion to certify the class action on May 27, 2019. The Company commenced a motion for leave to appeal the certification order on June 11, 2019. The Court denied the motion for leave to appeal on September 17, 2019. The Company filed its Statement of Defence on December 19, 2019, and discovery is proceeding.

Other contingencies

In the first quarter of fiscal 2019, the Board approved a compensation package for the Company’s Executive Chair and CEO as an incentive to remain as Executive Chair until November 23, 2023. As part of the package, the Company’s Executive Chair and CEO is entitled to receive a contingent performance-based cash award in the amount of $90 million that will become earned and payable should the 10-day average closing price of the Company’s common shares on the New York Stock Exchange reach $30 before November 3, 2023. As the award is triggered by the Company’s share price, it is considered stock-based compensation and accounted for as a share-based liability award. As at August 31, 2021, the liability recorded in association with this award is approximately $11 million (February 28, 2021 - $8 million).

As at August 31, 2021, the Company has recognized $17 million (February 28, 2021 - $15 million) in funds from claims filed with the Ministry of Innovation, Science and Economic Development Canada relating to its Strategic Innovation Fund program’s investment in BlackBerry QNX. A portion of this amount may be repayable in the future under certain circumstances if certain terms and conditions are not met by the Company, which is not probable at this time.

(c)Concentrations in Certain Areas of the Company’s Business

The Company attempts to ensure that most components essential to the Company’s business are generally available from multiple sources; however, certain components are currently obtained from limited sources within a competitive market, which subjects the Company to supply, availability and pricing risks. The Company has also entered into various agreements for the supply of components, and the manufacturing of its products; however, there can be no guarantee that the Company will be able to extend or renew these agreements on similar terms, or at all. Therefore, the Company remains subject to risks of supply shortages.

(d)Indemnifications

The Company enters into certain agreements that contain indemnification provisions under which the Company could be subject to costs and damages, including in the event of an infringement claim against the Company or an indemnified

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 (unaudited)

third party. Such intellectual property infringement indemnification clauses are generally not subject to any dollar limits and remain in effect for the term of the Company’s agreements. To date, the Company has not encountered material costs as a result of such indemnifications.

The Company has entered into indemnification agreements with its current and former directors and executive officers. Under these agreements, the Company agreed, subject to applicable law, to indemnify its current and former directors and executive officers against all costs, charges and expenses reasonably incurred by such individuals in respect of any civil, criminal or administrative action that could arise by reason of their status as directors or officers. The Company maintains liability insurance coverage for the benefit of the Company, and its current and former directors and executive officers. The Company has not encountered material costs as a result of such indemnifications in the current period.

11. REVENUE AND SEGMENT DISCLOSURES

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by the CODM for making decisions and assessing performance as a source of the Company’s reportable operating segments. In the first quarter of fiscal 2022, the CODM, who is the Executive Chair and CEO of the Company, began making decisions and assessing the performance of the Company using three operating segments, whereas the CODM previously made decisions and assessed the performance of the Company as a single operating segment.

The CODM does not evaluate operating segments using discrete asset information. The Company does not specifically allocate assets to operating segments for internal reporting purposes.

Segment Disclosures

The Company is now organized and managed as three operating segments: Cyber Security, IoT, and Licensing and Other. Prior year information has been restated to conform to the current year presentation of the Company’s segment information.

The following table shows information by operating segment for the three and six months ended August 31, 2021 and August 31, 2020:


	For the Three Months Ended
	Cyber Security				IoT			Licensing and Other		Segment Totals
	August 31, 2021		August 31, 2020			August 31, 2021		August 31, 2020		August 31, 2021		August 31, 2020		August 31, 2021		August 31, 2020
Segment revenue	$	120	$	120		$	40	$	31	$	15	$	108	$	175	$	259
Segment cost of sales	49		46			7		6		6		7		62		59
Segment gross margin (1)	$	71	$	74		$	33	$	25	$	9	$	101	$	113	$	200

	For the Six Months Ended
	Cyber Security				IoT			Licensing and Other		Segment Totals
	August 31, 2021		August 31, 2020			August 31, 2021		August 31, 2020		August 31, 2021		August 31, 2020		August 31, 2021		August 31, 2020
Segment revenue	$	227	$	239		$	83	$	60	$	39	$	166	$	349	$	465
Segment cost of sales	95		93			14		12		12		15		121		120
Segment gross margin (1)	$	132	$	146		$	69	$	48	$	27	$	151	$	228	$	345

______________________________

(1) A reconciliation of total segment gross margin to consolidated totals is set forth below.

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 (unaudited)

Cyber Security consists of the Company’s BlackBerry Spark® software platform, BlackBerry® AtHoc, BlackBerry® Alert and SecuSUITE. The BlackBerry Spark platform is a comprehensive offering of security software products and services, including the BlackBerry Spark® Unified Endpoint Security Suite and the BlackBerry Spark® Unified Endpoint Management (“UEM”) Suite, which are also marketed together as the BlackBerry Spark® Suites, offering the Company’s broadest range of tailored cybersecurity and endpoint management options. The BlackBerry Spark UES Suite includes revenue from the Company’s Cylance® artificial intelligence and machine learning-based platform consisting of BlackBerry® Protect, BlackBerry® Optics, BlackBerry® Persona, BlackBerry® Gateway, BlackBerry® Guard managed services and other cybersecurity applications. In addition, the Company offers the BlackBerry Cyber Suite, a UEM-agnostic version of its BlackBerry Spark UES Suite. The BlackBerry Spark UEM Suite includes the Company’s BlackBerry® UEM, BlackBerry® Dynamics™, and BlackBerry® Workspaces solutions. Cyber Security revenue is generated predominantly through software licenses, commonly bundled with support, maintenance and professional services.

IoT consists of BlackBerry QNX®, BlackBerry Certicom®, BlackBerry Radar®, BlackBerry IVY™ and other IoT applications. IoT revenue is generated predominantly through software licenses, commonly bundled with support, maintenance and professional services.

Licensing and Other consists of the Company’s intellectual property arrangements and settlement awards. Other consists of the Company’s legacy service access fees (“SAF”) business.

The following table reconciles total segment gross margin for the three and six months ended August 31, 2021 and August 31, 2020 to the Company’s consolidated totals:


	Three Months Ended				Six Months Ended
	August 31, 2021		August 31, 2020		August 31, 2021		August 31, 2020
Total segment gross margin	$	113	$	200	228		$	345
Adjustments (1):
Less: Cost of sales	1		1		2		3
Less:
Research & development	58		57		115		114
Selling, marketing and administration	83		79		156		169
Amortization	45		46		91		92
Impairment of long-lived assets	—		21		—		21
Impairment of goodwill	—		—		—		594
Debentures fair value adjustment	67		18		63		19
Investment loss, net	1		5		3		5
Consolidated loss before income taxes	$	(142)	$	(27)	$	(202)	$	(672)

______________________________

(1) The CODM reviews segment information on an adjusted basis, which excludes certain amounts as described below:

Stock compensation expenses - Equity compensation is a non-cash expense and does not impact the ongoing operating decisions taken by the Company’s management.

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 (unaudited)

Revenue

The Company disaggregates revenue from contracts with customers based on geographical regions, timing of revenue recognition, and the major product and service types, as discussed above in “Segment Disclosures”.

The Company’s revenue, classified by major geographic region in which the Company’s customers are located, was as follows:


	Three Months Ended						Six Months Ended
	August 31, 2021			August 31, 2020			August 31, 2021			August 31, 2020
North America (1)	$	101		$	195		$	212		$	345
Europe, Middle East and Africa	57			48			102			89
Other regions	17			16			35			31

Total	$	175		$	259		$	349		$	465

North America (1)	57.7		%	75.3		%	60.8		%	74.2		%
Europe, Middle East and Africa	32.6		%	18.5		%	29.2		%	19.1		%
Other regions	9.7		%	6.2		%	10.0		%	6.7		%
Total	100.0		%	100.0		%	100.0		%	100.0		%

______________________________

(1) North America includes all revenue from the Company’s intellectual property arrangements, due to the global applicability of the patent portfolio and licensing arrangements thereof.

Revenue, classified by timing of recognition, was as follows:


	Three Months Ended				Six Months Ended
	August 31, 2021		August 31, 2020		August 31, 2021		August 31, 2020
Products and services transferred over time	$	107	$	125	$	213	$	241
Products and services transferred at a point in time	68		134		136		224
Total	$	175	$	259	$	349	$	465

Revenue contract balances

The following table sets forth the activity in the Company’s revenue contract balances for the six months ended August 31, 2021:


	Accounts Receivable		Deferred Revenue		Deferred Commissions
Opening balance as at February 28, 2021	$	188	$	294	$	21
Increases due to invoicing of new or existing contracts, associated contract acquisition costs, or other	314		256		10
Decrease due to payment, fulfillment of performance obligations, or other	(376)		(306)		(13)

Decrease, net	(62)		(50)		(3)
Closing balance as at August 31, 2021	$	126	$	244	$	18

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 (unaudited)

Transaction price allocated to the remaining performance obligations

The table below discloses the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as at August 31, 2021 and the time frame in which the Company expects to recognize this revenue. The disclosure includes estimates of variable consideration, except when the variable consideration is a sales-based or usage-based royalty promised in exchange for a license of intellectual property.


	As at August 31, 2021
	Less than 12 Months		12 to 24 Months		Thereafter		Total
Remaining performance obligations	$	213	$	36	$	15	$	264

Revenue recognized for performance obligations satisfied in prior periods

For the three and six months ended August 31, 2021, no revenue was recognized for performance obligations satisfied in a prior period (three and six months ended August 31, 2020 - nil and $1 million of revenue was recognized relating to performance obligations satisfied in a prior period).

Property, plant and equipment, intangible assets, operating lease ROU assets and goodwill, classified by geographic region in which the Company’s assets are located, were as follows:


	As at
	August 31, 2021				February 28, 2021
	Property, Plant and Equipment, Intangible Assets, Operating Lease ROU Assets and Goodwill		Total Assets		Property, Plant and Equipment, Intangible Assets, Operating Lease ROU Assets and Goodwill		Total Assets
Canada	$	252	$	467	$	289	$	504
United States	1,364		1,845		1,411		1,963
Other	28		320		31		351
	$	1,644	$	2,632	$	1,731	$	2,818

Information About Major Customers

There was one customer that comprised 12% and no other customer that comprised more than 10% of the Company’s revenue in the three and six months ended August 31, 2021, respectively (three and six months ended August 31, 2020 - one customer that comprised 40% and 34% of the Company’s revenue, respectively).

12. CASH FLOW AND ADDITIONAL INFORMATION

(a) Certain consolidated statements of cash flow information related to interest and income taxes paid is summarized as follows:


	Three Months Ended				Six Months Ended
	August 31, 2021		August 31, 2020		August 31, 2021		August 31, 2020
Interest paid during the period	$	2	$	6	$	3	$	11
Income taxes paid during the period	3		2		4		2
Income tax refunds received during the period	3		—		5		1

(b) Additional Information

Foreign exchange

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 (unaudited)

33% of accounts receivable and 31% of accounts payable were denominated in foreign currencies (February 28, 2021 – 20%, 25% and 34%, respectively). These foreign currencies primarily include the Canadian dollar, euro and British pound. As part of its risk management strategy, the Company maintains net monetary asset and/or liability balances in foreign currencies and engages in foreign currency hedging activities using derivative financial instruments, including currency forward contracts and currency options. The Company does not use derivative instruments for speculative purposes.

Interest rate risk

Cash and cash equivalents and investments are invested in certain instruments of varying maturities. Consequently, the Company is exposed to interest rate risk as a result of holding investments of varying maturities. The fair value of investments, as well as the investment income derived from the investment portfolio, will fluctuate with changes in prevailing interest rates. The Company has also issued Debentures with a fixed interest rate, as described in Note 6. The fair value of the 1.75% Debentures will fluctuate with changes in prevailing interest rates. Consequently, the Company is exposed to interest rate risk as a result of the 1.75% Debentures. The Company does not currently utilize interest rate derivative instruments to hedge its investment portfolio or changes in the market value of the 1.75% Debentures.

Credit risk

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 August 31, 2021, no single issuer represented more than 11% of the total cash, cash equivalents and investments (February 28, 2021 - no single issuer represented more than 13% of the total cash, cash equivalents and investments), representing cash balances at one of the Company’s banking counterparties. As at August 31, 2021, the Company had $1 million in collateral posted with counterparties (February 28, 2021 - nil in collateral held or posted).

Liquidity risk

Cash, cash equivalents, and investments were approximately $772 million as at August 31, 2021. The Company’s management remains focused on efficiently managing working capital balances and managing the liquidity needs of the business. Based on its current financial projections, the Company believes its financial resources, together with expected future operating cash generating and operating expense reduction activities and access to other potential financing arrangements, should be sufficient to meet funding requirements for current financial commitments and future operating expenditures not yet committed, and should provide the necessary financial capacity for the foreseeable future.

Government subsidies

During the first quarter of fiscal 2021, the Government of Canada announced the Canada Emergency Wage Subsidy (“CEWS”) for Canadian employers whose businesses were affected by the COVID-19 pandemic, initially running for a thirty-six week period between March and November 2020. The program was subsequently extended to June 2021 and the Government of Canada has announced an additional extension to October 2021. The CEWS provides a subsidy of up to 75% of eligible employees’ employment insurable remuneration, subject to certain criteria. The extension also includes a gradual decrease to the subsidy rate. The Company applied for the CEWS to the extent it met the requirements to receive the subsidy and during the three and six months ended August 31, 2021, recorded $11 million and $27 million, respectively, in government subsidies as a reduction to operating expenses in the consolidated statement of operations (August 31, 2020 - $18 million and $27 million, respectively). CEWS received after June 5, 2021 may be repayable in the future under certain circumstances if certain terms and conditions are not met by the Company, which is not probable at this time.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with the unaudited interim consolidated financial statements and the accompanying notes (the “Consolidated Financial Statements”) of BlackBerry Limited for the three and six months ended August 31, 2021, included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as the Company’s audited consolidated financial statements and accompanying notes and MD&A for the fiscal year ended February 28, 2021 (the “Annual MD&A”). The Consolidated Financial Statements are presented in U.S. dollars and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). All financial information in this MD&A is presented in U.S. dollars, unless otherwise indicated.

Additional information about the Company, which is included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2021 (the “Annual Report”), can be found on SEDAR at www.sedar.com and on the SEC’s website at www.sec.gov.

Cautionary Note Regarding Forward-Looking Statements

This MD&A contains forward-looking statements within the meaning of certain securities laws, including under the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws, including statements relating to:

•the Company’s plans, strategies and objectives, including its intentions to increase and enhance its product and service offerings;

•the Company’s expectations with respect to the potential sale of a portion of its patent portfolio;

•the Company’s expectations with respect to the impact of the ongoing COVID-19 pandemic and related cost reduction measures and governmental assistance on the Company’s business, results of operations and financial condition on a consolidated basis, including its liquidity position;

•the Company’s expectations with respect to its revenue and billings in fiscal 2022,

•the Company’s estimates of purchase obligations and other contractual commitments; and

•the Company’s expectations with respect to the sufficiency of its financial resources.

The words “expect”, “anticipate”, “estimate”, “may”, “will”, “should”, “could”, “intend”, “believe”, “target”, “plan” and similar expressions are intended to identify forward-looking statements in this MD&A, including in the sections entitled “Business Overview - Strategy”, “Business Overview - Products and Services”, “Business Overview - COVID-19”, “Non-GAAP Financial Measures - Key Metrics”, “Results of Operations - Three months ended August 31, 2021 compared to the three months ended August 31, 2020 - Revenue - Revenue by Segment” and “Financial Condition - Debenture Financing and Other Funding Sources”. Forward-looking statements are based on estimates and assumptions made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate in the circumstances, including but not limited to, the Company’s expectations regarding its business, strategy, opportunities and prospects, the launch of new products and services, general economic conditions, the ongoing COVID-19 pandemic, competition, and the Company’s expectations regarding its financial performance. Many factors could cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the risk factors discussed in Part I, Item 1A “Risk Factors” in the Annual Report.

All of these factors should be considered carefully, and readers should not place undue reliance on the Company’s forward-looking statements. Any statements that are forward-looking statements are intended to enable the Company’s shareholders to view the anticipated performance and prospects of the Company from management’s perspective at the time such statements are made, and they are subject to the risks that are inherent in all forward-looking statements, as described above, as well as difficulties in forecasting the Company’s financial results and performance for future periods, particularly over longer periods, given changes in technology and the Company’s business strategy, evolving industry standards, intense competition and short product life cycles that characterize the industries in which the Company operates. See the “Strategy” subsection in Part I, Item 1 “Business” of the Annual Report.

The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Business Overview

The Company provides intelligent security software and services to enterprises and governments around the world. The Company secures more than 500 million endpoints including more than 195 million vehicles. Based in Waterloo, Ontario, the Company leverages artificial intelligence (“AI”) and machine learning to deliver innovative solutions in the areas of

cybersecurity, safety and data privacy, and is a leader in the areas of endpoint security, endpoint management, encryption, and embedded systems.

Strategy

The Company’s strategy is to connect, secure and manage every endpoint in the Internet of Things. The Company leverages its extensive technology portfolio to offer best-in-class cybersecurity, safety and reliability to enterprise customers in government, regulated and other core industries, as well as to original equipment manufacturers in automotive, medical, industrial and other verticals.

The Company’s goal is to offer smarter security solutions that are more effective, require fewer resources to support and produce a better return on investment for customers than competing offerings. To achieve this vision, the Company continues to extend the functionality of its AI-focused BlackBerry Spark® software platform and safety-certified QNX® Neutrino® real time operating system and is commercializing its new BlackBerry IVY™ intelligent vehicle data platform.

The Company’s go-to-market strategy is focused on generating revenue from enterprise software, services and licensing as well as from embedded software designs with leading OEMs and Tier 1 suppliers. The Company intends to drive revenue growth and to achieve margins that are consistent with those of other enterprise software companies.

Products and Services

The Company has multiple products and services from which it derives revenue, which are structured in three groups: Cyber Security, IoT (collectively with Cyber Security, “Software & Services”) and Licensing and Other.

Cyber Security

The Cyber Security business consists of BlackBerry Spark, BlackBerry® AtHoc®, BlackBerry Alert and SecuSUITE.

The Company’s core secure software and services offering is its BlackBerry Spark software platform, which integrates a unified endpoint security (“UES”) layer with BlackBerry unified endpoint management (“UEM”) to enable secure endpoint communications in a zero trust environment. BlackBerry UES is a set of complementary cybersecurity products offering endpoint protection platform (“EPP”), endpoint detection and response (“EDR”), mobile threat defense (“MTD”), zero-trust network access (“ZTNA”) and user and entity behavior analytics (“UEBA”) capabilities. The BlackBerry Spark platform is informed by the Company’s AI and machine learning capabilities, continuous innovations, professional cybersecurity services and threat research, industry partnerships and academic collaborations. The Company is currently executing on a robust schedule of product launches for BlackBerry Spark to deliver on the Company’s extended detection and response (“XDR”) strategy, which aims to use security telemetry data from the platform’s full range of natively-integrated products to provide deep contextual insights for more powerful and integrated threat detection and response. This comprehensive security strategy for BlackBerry Spark is designed to operate on a single agent across all endpoints, to be administered from a single console, to leverage a single crowd-sourced threat data lake and to be managed in one cloud environment. BlackBerry Spark solutions are available through the BlackBerry Spark® Unified Endpoint Security Suite and the BlackBerry Spark® Unified Endpoint Management Suite, which are also marketed together as the BlackBerry Spark® Suites, offering the Company’s most comprehensive range of tailored cybersecurity and endpoint management options.

The BlackBerry Spark UES Suite offers leading Cylance® AI and machine learning-based cybersecurity solutions, including: BlackBerry® Protect, an EPP and available MTD solution that uses machine learning to prevent suspicious behavior and the execution of malicious code on an endpoint; BlackBerry® Optics, an EDR solution that provides both visibility into and prevention of malicious activity on an endpoint; BlackBerry® Guard, a managed detection and response solution that provides 24/7 threat hunting and monitoring; BlackBerry® Gateway, a cloud-native ZTNA solution that monitors suspicious network activity; and BlackBerry® Persona, a UEBA solution that provides continuous authentication by validating user identity in real time. The combined platform features industry-leading threat prevention modules to help organizations cope with the significant growth of cyberattacks. The Company also offers incident response, compromised assessment and containment services to assist clients with forensic analysis, state of existing systems and remediation of attacks.

In addition, the Company offers the BlackBerry Cyber Suite, a UEM-agnostic version of its BlackBerry Spark® UES Suite which organizations can integrate with UEM software from other leading vendors.

The BlackBerry Spark UEM Suite includes the Company’s BlackBerry® UEM, BlackBerry® Dynamics™ and BlackBerry® Workspaces solutions. BlackBerry UEM is a central software component of the Company’s secure communications platform, offering a “single pane of glass”, or unified console view, for managing and securing devices, applications, identity, content and endpoints across all leading operating systems. BlackBerry Dynamics offers a best-in-class development platform and secure container for mobile applications, including the Company’s own enterprise applications such as BlackBerry® Work and BlackBerry® Connect for secure collaboration.

The Company also offers the BlackBerry® Spark SDK to promote the evolution of a platform ecosystem by enabling enterprise and independent software vendor (“ISV”) developers to integrate the security features of BlackBerry Spark into their own mobile and web applications, as well as BlackBerry Messenger (BBM®) Enterprise, an enterprise-grade secure instant messaging solution for messaging, voice and video.

BlackBerry AtHoc and BlackBerry Alert are secure, networked critical event management solutions that enable people, devices and organizations to exchange critical information in real time during business continuity and life safety operations. The platforms securely connect with a diverse set of endpoints to distribute emergency mass notifications, improve personnel accountability and facilitate the bidirectional collection and sharing of data within and between organizations. BlackBerry AtHoc serves the requirements of the public sector market while BlackBerry Alert targets the commercial sector.

SecuSUITE® for Government is a certified, multi-OS voice and text messaging solution with advanced encryption, anti-eavesdropping and continuous authentication capabilities, providing a maximum level of security on conventional mobile devices for public authorities and businesses.

IoT

The IoT business consists of BlackBerry Technology Solutions (“BTS”) and BlackBerry IVY.

The principal component of BTS is BlackBerry QNX, a global provider of real-time operating systems, hypervisors, middleware, development tools, and professional services for connected embedded systems in the automotive, medical, industrial automation and other markets. A recognized leader in automotive software, BlackBerry QNX offers a growing portfolio of safety-certified, secure and reliable platform solutions and is focused on achieving design wins with automotive original equipment manufacturers (“OEMs”), Tier 1 vendors and automotive semiconductor suppliers. These solutions include the Neutrino® operating system and the BlackBerry QNX® CAR platform, the most advanced embedded software platform for the autonomous vehicle market, as well as other products designed to alleviate the challenges of compliance with ISO 26262, the automotive industry’s functional safety standard. Additionally, the Company’s secure automotive over-the-air software update management service allows OEMs to manage the life cycle of the software and security in their vehicles.

The Company has entered into an agreement with Amazon Web Services, Inc. (“AWS”) to develop and market BlackBerry IVY, an intelligent vehicle data platform leveraging BlackBerry QNX’s automotive capabilities. BlackBerry IVY will allow automakers to safely access a vehicle’s sensor data, normalize it, and apply machine learning at the edge to generate and share predictive insights and inferences. Automakers and developers will be able to use this information to create responsive in-vehicle services that enhance driver and passenger experiences. BlackBerry IVY will support multiple vehicle operating systems and multi-cloud deployments in order to ensure compatibility across vehicle models and brands. The Company expects to release an early access version of BlackBerry IVY in October 2021, followed by a commercial release in February 2022 with installations of BlackBerry IVY to begin in 2023 model year vehicles.

BlackBerry QNX is also a preferred supplier of embedded systems for companies building medical devices, train-control systems, industrial robots, hardware security modules, building automation systems, green energy solutions, and other mission-critical applications.

In addition to BlackBerry QNX, BTS includes BlackBerry Certicom® cryptography and key management products, the BlackBerry Radar® asset monitoring solution, and the BlackBerry Jarvis™ binary code scanning solution..

BlackBerry Certicom leverages patented elliptic curve cryptography to provide device security, anti-counterfeiting and product authentication solutions. BlackBerry Certicom’s offerings include its managed public key infrastructure (“PKI”) platform, key management and provisioning technology that helps customers to protect the integrity of their silicon chips and devices from the point of manufacturing through the device life cycle. BlackBerry Certicom’s secure key provisioning, code signing and security credential management system services protect next-generation connected cars, critical infrastructure and IoT deployments from product counterfeiting, re-manufacturing and unauthorized network access.

BlackBerry Radar is a family of asset monitoring and telematics solutions for the transportation and logistics industry. The BlackBerry Radar solution includes devices and secure cloud-based dashboards for tracking containers, trailers, chassis, flatbeds and heavy machinery, for reporting locations and sensor data, and for enabling custom alerts and fleet management analytics.

BlackBerry Jarvis is a cloud-based binary static application security testing platform that identifies vulnerabilities in deployed binary software used in automobiles and other embedded applications.

The BlackBerry Spark and IoT groups are both complemented by the enterprise and cybersecurity consulting services offered by the Company’s BlackBerry® Professional Services business. BlackBerry Professional Services provides platform-agnostic strategies to address mobility-based challenges, providing expert deployment support, end-to-end delivery (from system design to user training), application consulting, and experienced project management. The Company’s cybersecurity consulting services and tools, combined with its other security solutions, help customers identify the latest cybersecurity threats, test for

vulnerabilities, develop risk-appropriate mitigations, maintain IT security standards and techniques, and defend against the risk of future attacks.

Licensing and Other

Licensing and Other consists primarily of the Company’s patent licensing business and legacy service access fees (“SAF”).

The Company’s Licensing business is responsible for the management and monetization of the Company’s global patent portfolio. The patent portfolio continues to provide a competitive advantage in the Company’s core product areas as well as providing leverage in the development of future technologies and licensing programs in both core and adjacent vertical markets. The Company owns rights to an array of patented and patent pending technologies which include, but are not limited to, operating systems, networking infrastructure, acoustics, messaging, enterprise software, automotive subsystems, cybersecurity, cryptography and wireless communications.

In addition, in recent years, the Company has licensed its device security software and service suite and related brand assets to outsourcing partners who design, manufacture, market and provide customer support for BlackBerry-branded handsets featuring the Company’s secure Android™ software. The Company has also entered into licensing arrangements with manufacturers of other devices with embedded BlackBerry cybersecurity technology.

In the fourth quarter of fiscal 2021, the Company entered into exclusive negotiations with a North American entity for the potential sale of a portion of the patent portfolio relating primarily to non-core or legacy mobile devices, messaging and wireless networking technologies. Negotiations are ongoing. Although the parties have reached preliminary agreement on many key terms of the potential transaction and the Company expects to enter into a definitive agreement in the third quarter of fiscal 2022, there can be no assurance that the Company will reach a definitive agreement or that a transaction will be consummated. If a transaction is completed, the Company expects to retain rights to use these patents and does not intend to sell patents associated with the Company’s current Software and Services business.

The Company’s Other business generates revenue from SAF charged to subscribers using the Company’s legacy BlackBerry 7 and prior BlackBerry operating systems.

Recent Developments

The Company continued to execute on its strategy in fiscal 2022 and announced the following achievements:

Products and Innovation:

•Launched BlackBerry Optics 3.0, the Company’s next-generation cloud-based EDR solution and BlackBerry Gateway, the Company’s first AI-empowered ZTNA product;

•Announced that the Company was awarded the highest AAA Rating in SE Labs’ Breach Response Test for BlackBerry Protect and BlackBerry Optics;

•Announced that Frost & Sullivan named BlackBerry an innovator in its US Healthcare Cybersecurity Market report;

•Launched BlackBerry Jarvis 2.0, the Company’s updated software composition analysis tool;

•Announced that Frost & Sullivan named BlackBerry IVY an industry-leading cloud software platform for automakers and smart cities;

•Launched an autonomous flood risk and clean water monitoring solution based on BlackBerry AtHoc;

•Announced that BlackBerry AtHoc won the Frost & Sullivan 2021 Technology Innovation Leadership Award for safe city solutions; and

•Launched updated SecuSUITE capabilities to further secure group phone calls and messages.

Customers and Partners:

•Announced that the Company has design wins with 24 of the world’s leading 25 Electric Vehicle (EV) automakers, increasing from 23 of the top 25 last quarter;

•Announced that BlackBerry QNX software is embedded in over 195 million vehicles;

•Announced that BlackBerry IVY will provide secure vehicle-based payment capability through a partnership with financial technology solution provider Car IQ;

•Launched the BlackBerry IVY Advisory Council to help shape and advise the BlackBerry IVY application development community and drive use case generation;

•Announced that Volvo Group has selected BlackBerry QNX for its Dynamic Software Platform;

•Announced that WM Motor has chosen BlackBerry QNX technologies to power its W6 all-electric SUV;

•Announced that the QNX Neutrino operating system has been adopted in a new digital LCD cluster jointly developed with BiTech Automotive (Wuhu) Co., Ltd. for Changan Automobile’s new SUV, the UNI-K;

•Announced that Nobo Technologies selected QNX Neutrino as the foundation for the advanced Digital Cockpit Controller in Great Wall Motors’ Haval H6S, the next generation of China’s leading SUV;

•Announced that sTraffic has chosen the BlackBerry QNX® OS for Safety as the foundation for its Communications-based Train Control System (CBTC);

•Announced the integration of BlackBerry UEM with Microsoft 365;

•Announced that the Government of Canada has selected BlackBerry for their secure productivity and secure communications needs;

•Announced that BlackBerry and IBM Canada have established a new partnership to bring BlackBerry’s industry leading BlackBerry Spark platform to organizations across Canada;

•Announced BlackBerry QNX and Carleton University have joined forces in a $21 million partnership to train next generation of software engineers; and

•Announced that BlackBerry and the University of Waterloo have expanded their partnership to create a new joint innovation program.

Environmental, Sustainability and Corporate Governance:

•Appointed John Giamatteo as President of Cyber Security effective October 4, 2021;

•Announced the resignation of Tom Eacobacci as President and Chief Operating Officer effective October 29, 2021;

•Appointed Mattias Eriksson as President and General Manager of IoT; and

•Announced that the Company was named one of Canada’s Greenest Employers for sixth year in a row.

Segment Reporting

As disclosed in Note 11 to the Consolidated Financial Statements, the Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by the chief operating decision maker (“CODM”) for making decisions and assessing performance as a source of the Company’s reportable operating segments. In the first quarter of fiscal 2022, the Company internally reorganized and, as a result, the CODM, who is the Executive Chair and CEO of the Company, began making decisions and assessing the performance of the Company using three operating segments, whereas the Company was previously a single operating segment.

COVID-19

The novel coronavirus (“COVID-19”) pandemic has prompted extraordinary actions by governmental authorities throughout the world and has resulted in significant market volatility, uncertainty and economic disruption.

To protect the health and safety of the Company’s employees, contractors, customers and visitors, during the first half of fiscal 2022 and throughout most of fiscal 2021, the Company mandated remote working, utilizing virtual meetings and suspending most employee travel. The Company also shifted customer, industry and other stakeholder events to virtual-only experiences, and may similarly alter, postpone or cancel other events in the future. The long-term impacts on the Company of substantially remote operations are uncertain.

The Company also implemented a series of temporary cost reduction measures to further preserve financial flexibility during the COVID-19 pandemic. In the second quarter of fiscal 2022, these actions included taking advantage of the broad-based employer relief provided by governments in Canada, the United States and other jurisdictions and the postponement of certain discretionary spending. The Company expects that savings from temporary cost reduction measures and governmental assistance related to the pandemic will continue to be lower in fiscal 2022 than in fiscal 2021.

In fiscal 2022 and fiscal 2021, the economic downturn and uncertainty caused by the COVID-19 pandemic and the measures undertaken to contain its spread have negatively affected the Company’s QNX automotive software business, caused volatility in demand for many of the Company’s other products and services, adversely affected the ability of the Company’s sales and professional services teams to meet with customers and provide service, negatively impacted expected spending from new customers and increased sales cycle times.

Although the Company experienced higher Software & Services revenue in the first six months of fiscal 2022 compared to the first six months of fiscal 2021, when the COVID-19 pandemic first materially negatively impacted the Company’s operations, and observed a recovery in both automotive design activities and production volumes during the first six months of fiscal 2022 on a year over year basis, the COVID-19 pandemic and related global chip shortage have had and, in fiscal 2022, may continue to have a material adverse impact on the Company’s QNX automotive software business in particular and on the Company’s business, results of operations and financial condition on a consolidated basis. The Company does not expect the COVID-19 pandemic and its related economic impact to materially adversely affect the Company’s liquidity position.

The ultimate impact of the COVID-19 pandemic on the Company’s operational and financial performance will depend on, among other things, the pandemic’s duration and severity, including resurgences in some geographic areas as a result of new strains and variants, the governmental restrictions that may be sustained or imposed in response to the pandemic, the effectiveness of actions taken to contain or mitigate the pandemic (including the distribution and efficacy of vaccines,

particularly against emergent viral variants), the impact of the global chip shortage and other supply chain constraints. The long-term impact of the COVID-19 pandemic on the Company’s business may not be fully reflected until future periods.

The Company continues to evaluate the current and potential impact of the pandemic on its business, results of operations and consolidated financial statements, including potential asset impairment. The Company also continues to actively monitor developments and business conditions that may cause it to take further actions that alter business operations as may be required by applicable authorities or that the Company determines are in the best interests of its employees, customers, suppliers and stockholders.

Second Quarter Fiscal 2022 Summary Results of Operations

The following table sets forth certain unaudited consolidated statements of operations data for the quarter ended August 31, 2021 compared to the quarter ended August 31, 2020 under U.S. GAAP:


	For the Three Months Ended (in millions, except for share and per share amounts)
	August 31, 2021		August 31, 2020		Change
Revenue	$	175	$	259	$	(84)
Gross margin	112		199		(87)
Operating expenses	253		221		32
Investment loss, net	(1)		(5)		4
Loss before income taxes	(142)		(27)		(115)
Provision for (recovery of) income taxes	2		(4)		6
Net loss	$	(144)	$	(23)	$	(121)
Loss per share - reported
Basic	$	(0.25)	$	(0.04)
Diluted	$	(0.25)	$	(0.04)

Weighted-average number of shares outstanding (000’s)
Basic (1)	568,082		558,882
Diluted (2)	568,082		558,882

______________________________

(1)Basic loss per share on a U.S. GAAP basis for the second quarter of fiscal 2022 and second quarter of fiscal 2021 includes 1,421,945 and 2,802,067 common shares, respectively, to be issued on the anniversary dates of the Cylance acquisition completed on February 21, 2019, in consideration for the acquisition. There are no service or other requirements associated with the issuance of these shares.

(2)Diluted loss per share on a U.S. GAAP basis for the second quarter of fiscal 2022 and 2021 does not include the dilutive effect of the Debentures (defined below) or stock-based compensation, as to do so would be anti-dilutive. See Note 8 to the Consolidated Financial Statements for the Company’s calculation of the diluted weighted average number of shares outstanding.

The following tables show information by operating segment for the three and six months ended August 31, 2021 and August 31, 2020. The Company reports segment information in accordance with U.S. GAAP Accounting Standards Codification Section 280 based on the “management” approach. The management approach designates the internal reporting used by the CODM for making decisions and assessing performance of the Company’s reportable operating segments. See “Business Overview” for a description of the Company’s operating segments, as well as Note 11 to the Consolidated Financial Statements.


	For the Three Months Ended (in millions)
	Cyber Security						IoT						Licensing and Other						Segment Totals
	August 31, 2021		August 31, 2020		Change		August 31, 2021		August 31, 2020		Change		August 31, 2021		August 31, 2020		Change		August 31, 2021		August 31, 2020		Change
Segment revenue	$	120	$	120	$	—	$	40	$	31	$	9	$	15	$	108	$	(93)	$	175	$	259	$	(84)
Segment cost of sales	49		46		3		7		6		1		6		7		(1)		62		59		3
Segment gross margin	$	71	$	74	$	(3)	$	33	$	25	$	8	$	9	$	101	$	(92)	$	113	$	200	$	(87)


	For the Six Months Ended
	(in millions)
	Cyber Security						IoT						Licensing and Other						Segment Totals
	August 31, 2021		August 31, 2020		Change		August 31, 2021		August 31, 2020		Change		August 31, 2021		August 31, 2020		Change		August 31, 2021		August 31, 2020		Change
Segment revenue	$	227	$	239	$	(12)	$	83	$	60	$	23	$	39	$	166	$	(127)	$	349	$	465	$	(116)
Segment cost of sales	95		93		2		14		12		2		12		15		(3)		121		120		1
Segment gross margin	$	132	$	146	$	(14)	$	69	$	48	$	21	$	27	$	151	$	(124)	$	228	$	345	$	(117)

The following tables reconcile the Company’s segment results for the three and six months ended August 31, 2021 to consolidated U.S. GAAP results:


	For the Three Months Ended August 31, 2021
	(in millions)
	Cyber Security		IoT		Licensing and Other		Segment Totals		Reconciling Items		Consolidated U.S. GAAP
Revenue	$	120	$	40	$	15	$	175	$	—	$	175
Cost of sales (1)	49		7		6		62		1		63
Gross margin	$	71	$	33	$	9	$	113	$	(1)	$	112
Operating expenses									253		253
Investment loss, net									1		1
Loss before income taxes											$	(142)

	For the Six Months Ended August 31, 2021
	(in millions)
	Cyber Security		IoT		Licensing and Other		Segment Totals		Reconciling Items		Consolidated U.S. GAAP
Revenue	$	227	$	83	$	39	$	349	$	—	$	349
Cost of sales (1)	95		14		12		121		2		123
Gross margin	$	132	$	69	$	27	$	228	$	(2)	$	226
Operating expenses									425		425
Investment loss, net									3		3
Loss before income taxes											$	(202)

______________________________

(1) See “Non-GAAP Financial Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the three and six months ended August 31, 2021.

The following tables reconcile the Company’s segment results for the three and six months ended August 31, 2020 to consolidated U.S. GAAP results:


	For the Three Months Ended August 31, 2020
	(in millions)
	Cyber Security		IoT		Licensing and Other		Segment Totals		Reconciling Items		Consolidated U.S. GAAP
Revenue	$	120	$	31	$	108	$	259	$	—	$	259
Cost of sales (1)	46		6		7		59		1		60
Gross margin	$	74	$	25	$	101	$	200	$	(1)	$	199
Operating expenses									221		221
Investment loss, net									5		5
Loss before income taxes											$	(27)

	For the Six Months Ended August 31, 2020
	(in millions)
	Cyber Security		IoT		Licensing and Other		Segment Totals		Reconciling Items		Consolidated U.S. GAAP
Revenue	$	239	$	60	$	166	$	465	$	—	$	465
Cost of sales (1)	93		12		15		120		3		123
Gross margin	$	146	$	48	$	151	$	345	$	(3)	$	342
Operating expenses									1,009		1,009
Investment loss, net									5		5
Loss before income taxes											$	(672)

______________________________

(1) See “Non-GAAP Financial Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the three and six months ended August 31, 2020.

Financial Highlights

The Company had approximately $772 million in cash, cash equivalents and investments as of August 31, 2021 and $804 million in cash, cash equivalents and investments as of February 28, 2021.

In the second quarter of fiscal 2022, the Company recognized revenue of $175 million and incurred a net loss of $144 million, or $0.25 basic and diluted loss per share on a U.S. GAAP basis. In the second quarter of fiscal 2021, the Company recognized revenue of $259 million and incurred a net loss of $23 million, or $0.04 basic and diluted loss per share on a U.S. GAAP basis.

The Company recognized an adjusted net loss of $33 million, and an adjusted loss of $0.06 per share, in the second quarter of fiscal 2022. The Company recognized adjusted net income of $58 million, and adjusted earnings of $0.10 per share, in the second quarter of fiscal 2021. See “Non-GAAP Financial Measures” below.

Debentures Fair Value Adjustment

As previously disclosed, the Company elected the fair value option to account for its outstanding 1.75% unsecured convertible debentures (the “1.75% Debentures”) and its previously outstanding 3.75% outstanding convertible debentures (the “3.75% Debentures” and collectively, the “Debentures”); therefore, periodic revaluation has been and continues to be required under U.S. GAAP. The fair value adjustment does not impact the terms of the Debentures such as the face value, the redemption features or the conversion price.

As at August 31, 2021, the fair value of the 1.75% Debentures was approximately $782 million, an increase of approximately $67 million during the second quarter of fiscal 2022. For the three months ended August 31, 2021, the Company recorded a non-cash charge relating to changes in fair value from non-credit components of $67 million (pre-tax and after tax) (the “Q2 Fiscal 2022 Debentures Fair Value Adjustment”) in the Company’s consolidated statements of operations and non-cash income relating to changes in fair value from instrument specific credit risk of nil in Other Comprehensive Loss (“OCL”) relating to the 1.75% Debentures. For the six months ended August 31, 2021, the Company recorded a non-cash charge relating to changes in fair value from non-credit components of $63 million (pre-tax and after tax) (the “Fiscal 2022 Debentures Fair Value Adjustment”) in the Company’s consolidated statements of operations and non-cash income relating to changes in fair value from instrument specific credit risk of $1 million in OCL relating to the 1.75% Debentures. See Note 6 to the Consolidated Financial Statements for further details on the 1.75% Debentures.

Non-GAAP Financial Measures

The Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, and information contained in this MD&A is presented on that basis. On September 22, 2021, the Company announced financial results for the three and six months ended August 31, 2021, which included certain non-GAAP financial measures, including adjusted gross margin, adjusted gross margin percentage, adjusted operating expense, adjusted operating income (loss), adjusted EBITDA, adjusted operating income (loss) margin percentage, adjusted EBITDA margin percentage, adjusted net income (loss), adjusted income (loss) per share, adjusted research and development expense, adjusted selling, marketing and administrative expense and adjusted amortization expense.

In the Company’s internal reports, management evaluates the performance of the Company’s business on a non-GAAP basis by excluding the impact of certain items below from the Company’s U.S. GAAP financial results. The Company believes that these non-GAAP measures provide management, as well as readers of the Company’s financial statements, with a consistent basis for comparison across accounting periods and is useful in helping management and readers understand the Company’s operating results and underlying operational trends. In the first quarter of fiscal 2022, the Company discontinued its use of software deferred revenue acquired and software deferred commission acquired adjustments in its non-GAAP financial measures due to the quantitative decline in the adjustments over time. For purposes of comparability, the Company’s non-GAAP financial measures for the three and six months ended August 31, 2020 have been updated to conform to the current year’s presentation.

•Debentures fair value adjustment. The Company has elected to measure its Debentures outstanding at fair value in accordance with the fair value option under U.S. GAAP. Each period, the fair value of the Debentures is recalculated and resulting non-cash income and charges from the change in fair value from non-credit components of the Debentures are recognized in income. The amount can vary each period depending on changes to the Company’s share price. This is not indicative of the Company’s core operating performance, and may not be meaningful in comparison to the Company’s past operating performance.

•Restructuring charges. The Company believes that restructuring costs relating to employee termination benefits and facilities pursuant to the Resource Allocation Program (“RAP”) entered into in order to transition the Company from a legacy hardware manufacturer to a licensing driven software business do not reflect expected future operating expenses, are not indicative of the Company’s core operating performance, and may not be meaningful in comparison to the Company’s past operating performance.

•Stock compensation expenses. Equity compensation is a non-cash expense and does not impact the ongoing operating decisions taken by the Company’s management.

•Amortization of acquired intangible assets. When the Company acquires intangible assets through business combinations, the assets are recorded as part of purchase accounting and contribute to revenue generation. Such acquired intangible assets depreciate over time and the related amortization will recur in future periods until the assets have been fully amortized. This is not indicative of the Company’s core operating performance, and may not be meaningful in comparison to the Company’s past operating performance.

•Long-lived asset impairment charge. The Company believes that long-lived asset impairment charges do not reflect expected future operating expenses, are not indicative of the Company’s core operating performance, and may not be meaningful in comparison to the Company’s past operating performance.

•Goodwill impairment charge. The Company believes that goodwill impairment charge does not reflect expected future operating expenses, is not indicative of the Company’s core operating performance, and may not be meaningful in comparison to the Company’s past operating performance.

On a U.S. GAAP basis, the impact of these items is reflected in the Company’s income statement. However, the Company believes that the provision of supplemental non-GAAP measures allow investors to evaluate the financial performance of the Company’s business using the same evaluation measures that management uses, and is therefore a useful indication of the Company’s performance or expected performance of future operations and facilitates period-to-period comparison of operating performance. As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary non-GAAP financial measures that exclude certain items from the presentation of its financial results.

Reconciliation of non-GAAP based measures with most directly comparable U.S. GAAP based measures for the three months ended August 31, 2021 and August 31, 2020

Readers are cautioned that adjusted gross margin, adjusted gross margin percentage, adjusted operating expense, adjusted operating income (loss), adjusted EBITDA, adjusted operating income (loss) margin percentage, adjusted EBITDA margin percentage, adjusted net income (loss), adjusted income (loss) per share, adjusted research and development expense, adjusted selling, marketing and administrative expense and adjusted amortization expense and similar measures do not have any standardized meaning prescribed by U.S. GAAP and are therefore unlikely to be comparable to similarly titled measures reported by other companies. These non-GAAP financial measures should be considered in the context of the U.S. GAAP results, which are described in this MD&A and presented in the Consolidated Financial Statements.

A reconciliation of the most directly comparable U.S. GAAP financial measures for the three months ended August 31, 2021 and August 31, 2020 to adjusted financial measures is reflected in the table below:


For the Three Months Ended (in millions)	August 31, 2021			August 31, 2020




Gross margin	$	112		$	199



Stock compensation expense	1			1
Adjusted gross margin	$	113		$	200

Gross margin %	64.0		%	76.8		%



Stock compensation expense	0.6		%	0.4		%
Adjusted gross margin %	64.6		%	77.2		%

Reconciliation of operating expense for the three months ended August 31, 2021, May 31, 2021 and August 31, 2020 to adjusted operating expense is reflected in the table below:


For the Three Months Ended (in millions)	August 31, 2021		May 31, 2021		August 31, 2020
Operating expense	$	253	$	172	$	221
Restructuring charges	—		—		1
Stock compensation expense	11		6		8
Debentures fair value adjustment (1)	67		(4)		18

Acquired intangibles amortization	32		32		32


LLA impairment charge	—		—		21


Adjusted operating expense	$	143	$	138	$	141

______________________________

(1) See “Second Quarter Fiscal 2022 Summary Results of Operations - Financial Highlights - Debentures Fair Value Adjustment”

Reconciliation of U.S. GAAP net loss and U.S. GAAP basic loss per share for the three months ended August 31, 2021 and August 31, 2020 to adjusted net income (loss) and adjusted basic earnings (loss) per share is reflected in the table below:


For the Three Months Ended (in millions, except per share amounts)	August 31, 2021			August 31, 2020
			Basic loss per share			Basic earnings (loss) per share
Net loss	$	(144)	$(0.25)	$	(23)	$(0.04)


Restructuring charges	—			1
Stock compensation expense	12			9
Debentures fair value adjustment	67			18

Acquired intangibles amortization	32			32


LLA impairment charge	—			21



Adjusted net income (loss)	$	(33)	$(0.06)	$	58	$0.10

Reconciliation of U.S. GAAP research and development, selling, marketing and administration, and amortization expense for the three months ended August 31, 2021 and August 31, 2020 to adjusted research and development, selling, marketing and administration, and amortization expense is reflected in the table below:


For the Three Months Ended (in millions)	August 31, 2021		August 31, 2020
Research and development	$	58	$	57

Stock compensation expense	2		2
Adjusted research and development	$	56	$	55

Selling, marketing and administration	$	83	$	79
Restructuring charges	—		1

Stock compensation expense	9		6

Adjusted selling, marketing and administration	$	74	$	72

Amortization	$	45	$	46
Acquired intangibles amortization	32		32
Adjusted amortization	$	13	$	14

Adjusted operating income (loss), adjusted EBITDA, adjusted operating income (loss) margin percentage and adjusted EBITDA margin percentage for the three months ended August 31, 2021 and August 31, 2020 are reflected in the table below.


For the Three Months Ended (in millions)	August 31, 2021		August 31, 2020
Operating loss	$	(141)	$	(22)
Non-GAAP adjustments to operating loss

Restructuring charges	—		1
Stock compensation expense	12		9
Debentures fair value adjustment	67		18

Acquired intangibles amortization	32		32


LLA impairment charge	—		21


Total non-GAAP adjustments to operating loss	111		81
Adjusted operating income (loss)	(30)		59
Amortization	48		50
Acquired intangibles amortization	(32)		(32)
Adjusted EBITDA	$	(14)	$	77

Revenue	$	175	$	259
Adjusted operating income (loss) margin % (1)	(17%)		23%
Adjusted EBITDA margin % (2)	(8%)		30%

______________________________

(1) Adjusted operating income (loss) margin % is calculated by dividing adjusted operating income (loss) by revenue

(2) Adjusted EBITDA margin % is calculated by dividing adjusted EBITDA by revenue

Reconciliation of non-GAAP based measures with most directly comparable U.S. GAAP based measures for the six months ended August 31, 2021 and August 31, 2020.

A reconciliation of the most directly comparable U.S. GAAP financial measures for the six months ended August 31, 2021 and August 31, 2020 to adjusted financial measures is reflected in the table below:


For the Six Months Ended (in millions)	August 31, 2021			August 31, 2020




Gross margin	$	226		$	342



Stock compensation expense	2			3
Adjusted gross margin	$	228		$	345

Gross margin %	64.8		%	73.5		%



Stock compensation expense	0.5		%	0.7		%
Adjusted gross margin %	65.3		%	74.2		%

Operating expense	$	425		$	1,009
Restructuring charges	—			2
Stock compensation expense	17			20
Debentures fair value adjustment (1)	63			19

Acquired intangibles amortization	64			65

Goodwill impairment charge	—			594
LLA impairment charge	—			21


Adjusted operating expense	$	281		$	288

______________________________

(1) See “Second Quarter Fiscal 2022 Summary Results of Operations - Financial Highlights - Debentures Fair Value Adjustment”

Reconciliation of U.S. GAAP net loss and U.S. GAAP basic loss per share for the six months ended August 31, 2021 and August 31, 2020 to adjusted net income (loss) and adjusted basic earnings (loss) per share is reflected in the table below:


For the Six Months Ended (in millions, except per share amounts)	August 31, 2021			August 31, 2020
			Basic loss per share			Basic earnings (loss) per share
Net loss	$	(206)	$(0.36)	$	(659)	$(1.18)


Restructuring charges	—			2
Stock compensation expense	19			23
Debentures fair value adjustment	63			19

Acquired intangibles amortization	64			65

Goodwill impairment charge	—			594
LLA impairment charge	—			21



Adjusted net income (loss)	$	(60)	$(0.11)	$	65	$0.12

Reconciliation of U.S. GAAP research and development, selling, marketing and administration, and amortization expense for the six months ended August 31, 2021 and August 31, 2020 to adjusted research and development, selling, marketing and administration, and amortization expense is reflected in the table below:


For the Six Months Ended (in millions)	August 31, 2021		August 31, 2020
Research and development	$	115	$	114

Stock compensation expense	4		5
Adjusted research and development	$	111	$	109

Selling, marketing and administration	$	156	$	169
Restructuring charges	—		2

Stock compensation expense	13		15

Adjusted selling, marketing and administration	$	143	$	152

Amortization	$	91	$	92
Acquired intangibles amortization	64		65
Adjusted amortization	$	27	$	27

Adjusted operating income (loss), adjusted EBITDA, adjusted operating income (loss) margin percentage and adjusted EBITDA margin percentage for the six months ended August 31, 2021 and August 31, 2020 are reflected in the table below.


For the Six Months Ended (in millions)	August 31, 2021			August 31, 2020
Operating loss	$	(199)		$	(667)
Non-GAAP adjustments to operating loss


Restructuring charges	—			2
Stock compensation expense	19			23
Debentures fair value adjustment	63			19

Acquired intangibles amortization	64			65

Goodwill impairment charge	—			594
LLA impairment charge	—			21


Total non-GAAP adjustments to operating loss	146			724
Adjusted operating income (loss)	(53)			57
Amortization	97			100
Acquired intangibles amortization	(64)			(65)
Adjusted EBITDA	$	(20)		$	92

Revenue	$	349		$	465
Adjusted operating income (loss) margin % (1)	(15		%)	12		%
Adjusted EBITDA margin % (2)	(6		%)	20		%

______________________________

(1) Adjusted operating income (loss) margin % is calculated by dividing adjusted operating income (loss) by revenue

(2) Adjusted EBITDA margin % is calculated by dividing adjusted EBITDA by revenue

Key Metrics

The Company regularly monitors a number of financial and operating metrics, including the following key metrics, in order to measure the Company’s current performance and estimate future performance. Readers are cautioned that annual recurring revenue (“ARR”), dollar-based net retention rate (“DBNRR”), billings, recurring revenue percentage, and free cash flow do not have any standardized meaning and are unlikely to be comparable to similarly titled measures reported by other companies. In the first quarter of fiscal 2022, the Company discontinued its use of software deferred revenue acquired in its key metrics as the

Company no longer reports non-GAAP revenue. For purposes of comparability, the Company’s key metrics for the three months ended August 31, 2020 have been updated to conform to the current year’s presentation.

Comparative breakdowns of certain key metrics for the three months ended August 31, 2021 and August 31, 2020 are set forth below.


For the Three Months Ended (in millions)	August 31, 2021			August 31, 2020			Change


Annual Recurring Revenue
Cyber Security	$	364		$	367		$	(3)
IoT	$	89		$	92		$	(3)
Dollar-Based Net Retention Rate
Cyber Security	95		%	100		%	(5		%)

Recurring Software Product Revenue	~ 80%			~ 90%			~ 10%

Annual Recurring Revenue

The Company defines ARR as the annualized value of all subscription, term, maintenance, services, and royalty contracts that generate recurring revenue as of the end of the reporting period. The Company uses ARR as an indicator of business momentum for software and services.

Cyber Security ARR was approximately $364 million in the second quarter of fiscal 2022, consistent with the first quarter of fiscal 2022 and decreased compared to $367 million in the second quarter of fiscal 2021.

IoT ARR was approximately $89 million in the second quarter of fiscal 2022 and increased compared to $86 million in the first quarter of fiscal 2022 and decreased compared to $92 million the second quarter of fiscal 2021.

Dollar-Based Net Retention Rate

The Company calculates the DBNRR as of period end by first calculating the ARR from the customer base as at 12 months prior to the current period end (“Prior Period ARR”). The Company then calculates the ARR for the same cohort of customers as at the current period end (“Current Period ARR”). The Company then divides the Current Period ARR by the Prior Period ARR to calculate the DBNRR.

Cyber Security DBNRR was 95% in the second quarter of fiscal 2022 and increased compared to 94% in the first quarter of fiscal 2022 and decreased compared to 100% in second quarter of fiscal 2021.

Billings

The Company defines billings as amounts invoiced less credits issued. The Company considers billings to be a useful metric because billings drive deferred revenue, which is an important indicator of the health and visibility of the business, and represents a significant percentage of future revenue.

Total Company billings increased in the second quarter of fiscal 2022 compared to the first quarter of fiscal 2022 and decreased compared to the second quarter of fiscal 2021.

The Company expects sequential billings growth for Cyber Security for the remainder of fiscal 2022.

Recurring Software Product Revenue

The Company defines recurring software product revenue percentage as recurring software product revenue divided by total software and services revenue. Recurring software product revenue is comprised of subscription and term licenses, maintenance arrangements, royalty arrangements and perpetual licenses recognized ratably under ASC 606. Total software and services revenue is comprised of recurring product revenue, non-recurring product revenue and professional services. The Company uses recurring software product revenue percentage to provide visibility into the revenue expected to be recognized in the current and future periods.

Total adjusted Software and Services product revenue, excluding professional services, was approximately 80% recurring in the second quarter of fiscal 2022 and decreased compared to approximately 90% recurring in the first quarter of fiscal 2022 and the second quarter of fiscal 2021 due to product mix.

Free Cash Flow

Free cash flow is a measure of liquidity calculated as net operating cash flow minus capital expenditures. Free cash flow does not have any standardized meaning as prescribed by U.S. GAAP and therefore may not be comparable to similar measures presented by other companies. The Company uses free cash flow when assessing its sources of liquidity, capital resources, and

quality of earnings. Free cash flow is helpful in understanding the Company’s capital requirements and provides an additional means to reflect the cash flow trends in the Company’s business. For the three months ended August 31, 2021, the Company’s net cash generated by operating activities was $12 million and capital expenditures were $2 million, resulting in the Company reporting free cash flow of $10 million compared to net cash generated by operating activities of $31 million, capital expenditures of $2 million, and free cash flow of $29 million for the three months ended August 31, 2020.

Results of Operations - Three months ended August 31, 2021 compared to the three months ended August 31, 2020

Revenue

Revenue by Segment

Comparative breakdowns of revenue by segment are set forth below.


	For the Three Months Ended (in millions)
	August 31, 2021			August 31, 2020			Change
Revenue by Segment
Cyber Security	$	120		$	120		$	—
IoT	40			31			9
Licensing and Other	15			108			(93)

	$	175		$	259		$	(84)

% Revenue by Segment
Cyber Security	68.6		%	46.3		%
IoT	22.9		%	12.0		%
Licensing and Other	8.5		%	41.7		%

	100.0		%	100.0		%

Cyber Security

Cyber Security revenue was $120 million, or 68.6% of revenue, in the second quarter of fiscal 2022, compared to $120 million, or 46.3% of revenue, in the second quarter of fiscal 2021. An increase of $11 million related to the sale of Secusmart solutions was offset by a decrease of $9 million relating to product revenue in BlackBerry Spark, and a decrease of $3 million relating to professional services.

The Company expects modest sequential Cyber Security revenue growth for the remainder of fiscal 2022.

IoT

IoT revenue was $40 million, or 22.9% of revenue, in the second quarter of fiscal 2022, an increase of $9 million compared to $31 million, or 12.0% of revenue, in the second quarter of fiscal 2021. The increase in IoT revenue of $9 million was primarily due to an increase of $6 million in BlackBerry QNX royalty revenue due to the partial recovery of the automotive market from the slowdown related to the COVID-19 pandemic in the second quarter of fiscal 2021, an increase of $3 million in development seat revenue and an increase of $1 million relating to professional services revenue.

Licensing and Other

Licensing and Other revenue was $15 million, or 8.5% of revenue, in the second quarter of fiscal 2022, a decrease of $93 million compared to $108 million, or 41.7% of revenue, in the second quarter of fiscal 2021. The decrease in Licensing and Other revenue of $93 million was primarily due to a decrease in revenue from the Company’s intellectual property licensing arrangements including its patent licensing agreement with Teletry.

The Company previously stated that, assuming the potential sale of a portion of the Company’s patent portfolio process concludes in the middle of fiscal 2022 without the completion of a transaction, the Company would resume its prior monetization activities and expected that Licensing and Other revenue would be approximately $100 million in fiscal 2022. The Company now expects that the ongoing patent sale process, and associated restrictions on monetization activity, will continue for the remainder of the fiscal year and that, therefore, Licensing and Other revenue will be approximately $10 million in each of the third and fourth quarters of fiscal 2022 and approximately $60 million in fiscal 2022.

Revenue by Geography

Comparative breakdowns of the geographic regions are set forth in the following table:


	For the Three Months Ended (in millions)
	August 31, 2021			August 31, 2020			Change
Revenue by Geography
North America	$	101		$	195		$	(94)
Europe, Middle East and Africa	57			48			9
Other regions	17			16			1
	$	175		$	259		$	(84)

% Revenue by Geography
North America	57.7		%	75.3		%
Europe, Middle East and Africa	32.6		%	18.5		%
Other regions	9.7		%	6.2		%
	100.0		%	100.0		%

North America Revenue

Revenue in North America was $101 million, or 57.7% of revenue, in the second quarter of fiscal 2022, reflecting a decrease of $94 million compared to $195 million, or 75.3% of revenue, in the second quarter of fiscal 2021. Revenue in North America decreased compared to the second quarter of fiscal 2021 primarily due to a decrease of $92 million in Licensing and Other revenue due to the reasons discussed above in “Revenue by Segment”, a decrease of $6 million in product revenue in BlackBerry Spark, partially offset by an increase of $5 million in BlackBerry QNX royalty revenue due to the reasons discussed above in “Revenue by Segment”.

Europe, Middle East and Africa Revenue

Revenue in Europe, Middle East and Africa was $57 million or 32.6% of revenue in the second quarter of fiscal 2022, reflecting an increase of $9 million compared to $48 million or 18.5% of revenue in the second quarter of fiscal 2021. The increase in revenue is primarily due to an increase of $11 million related to the sale of Secusmart solutions, an increase of $2 million in development seat revenue and an increase of $1 million in BlackBerry QNX royalty revenue due to the reasons discussed above in “Revenue by Segment”, partially offset by a decrease of $4 million in product revenue in BlackBerry Spark.

Other Regions Revenue

Revenue in other regions was $17 million or 9.7% of revenue in the second quarter of fiscal 2022, reflecting an increase of $1 million compared to $16 million or 6.2% of revenue in the second quarter of fiscal 2021. The increase in revenue is primarily due to an increase of $1 million in development seat revenue.

Gross Margin

Consolidated Gross Margin

Consolidated gross margin decreased by $87 million to approximately $112 million in the second quarter of fiscal 2022 from $199 million in the second quarter of fiscal 2021. The decrease was primarily due to a decrease in revenue from Licensing and Other and BlackBerry Spark, partially offset by an increase in revenue from BlackBerry QNX and Secusmart due to the reasons discussed above in “Revenue by Segment”, as the Company’s cost of sales does not significantly fluctuate based on business volume.

Consolidated Gross Margin Percentage

Consolidated gross margin percentage decreased by 12.8% to approximately 64.0% of consolidated revenue in the second quarter of fiscal 2022 from 76.8% of consolidated revenue in the second quarter of fiscal 2021. The decrease was primarily due to a lower gross margin contribution from Licensing and Other due to the reasons discussed above in “Revenue by Segment”, partially offset by a higher gross margin contribution from BlackBerry QNX due to the reasons discussed above in “Revenue by Segment”.

Gross Margin by Segment

See “Business Overview” and “Second Quarter Fiscal 2022 Summary Results of Operations” for information about the Company’s operating segments and the basis of operating segment results.


	For the Three Months Ended (in millions)
	Cyber Security									IoT									Licensing and Other									Segment Totals
	August 31, 2021			August 31, 2020			Change			August 31, 2021			August 31, 2020			Change			August 31, 2021			August 31, 2020			Change			August 31, 2021			August 31, 2020			Change
Segment revenue	$	120		$	120		$	—		$	40		$	31		$	9		$	15		$	108		$	(93)		$	175		$	259		$	(84)
Segment cost of sales	49			46			3			7			6			1			6			7			(1)			62			59			3
Segment gross margin	$	71		$	74		$	(3)		$	33		$	25		$	8		$	9		$	101		$	(92)		$	113		$	200		$	(87)
Segment gross margin %	59		%	62		%	(3		%)	83		%	81		%	2		%	60		%	94		%	(34		%)	65		%	77		%	(12		%)

Cyber Security

Cyber Security gross margin decreased by $3 million to approximately $71 million in the second quarter of fiscal 2022 from $74 million in the second quarter of fiscal 2021. The decrease was primarily due to the reasons discussed above in “Revenue by Segment”, as the Company’s cost of sales does not significantly fluctuate based on business volume.

Cyber Security gross margin percentage decreased by 3% to approximately 59% of Cyber Security revenue in the second quarter of fiscal 2022 from 62% of Cyber Security revenue in the second quarter of fiscal 2021. The decrease was primarily due to the reasons discussed above in “Revenue by Segment”.

IoT

IoT gross margin increased by $8 million to approximately $33 million in the second quarter of fiscal 2022 from $25 million in the second quarter of fiscal 2021. The increase was primarily due to the reasons discussed above in “Revenue by Segment”, as the Company’s cost of sales does not significantly fluctuate based on business volume.

IoT gross margin percentage increased by 2% to approximately 83% of IoT revenue in the second quarter of fiscal 2022 from 81% of IoT revenue in the second quarter of fiscal 2021. The increase was primarily due to an increase in BlackBerry QNX royalty revenue, which has a higher relative gross margin percentage, due to the reasons discussed above in “Revenue by Segment”.

Licensing and Other

Licensing and Other gross margin decreased by $92 million to approximately $9 million in the second quarter of fiscal 2022 from $101 million in the second quarter of fiscal 2021. The decrease was primarily due to the reasons discussed above in “Revenue by Segment”, as the Company’s cost of sales does not significantly fluctuate based on business volume.

Licensing and Other gross margin percentage decreased by 34% to approximately 60% of Licensing and Other revenue in the second quarter of fiscal 2022 from 94% of Licensing and Other revenue in the second quarter of fiscal 2021. The decrease was primarily due to the reasons discussed above in “Revenue by Segment”.

Operating Expenses

The table below presents a comparison of research and development, selling, marketing and administration, and amortization expenses for the quarter ended August 31, 2021, compared to the quarter ended May 31, 2021 and the quarter ended August 31, 2020. The Company believes it is meaningful to provide a sequential comparison between the second quarter of fiscal 2022 and the first quarter of fiscal 2022.


	For the Three Months Ended (in millions)
	August 31, 2021			May 31, 2021			August 31, 2020
Revenue	$	175		$	174		$	259
Operating expenses
Research and development	58			57			57
Selling, marketing and administration	83			73			79
Amortization	45			46			46
Impairment of long-lived assets	—			—			21


Debentures fair value adjustment	67			(4)			18

Total	$	253		$	172		$	221

Operating Expenses as % of Revenue
Research and development	33.1		%	32.8		%	22.0		%
Selling, marketing and administration	47.4		%	42.0		%	30.5		%
Amortization	25.7		%	26.4		%	17.8		%
Impairment of long-lived assets	—		%	—		%	8.1		%


Debentures fair value adjustment	38.3		%	(2.3		%)	6.9		%

Total	144.6		%	98.9		%	85.3		%

See “Non-GAAP Financial Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the three months ended August 31, 2021, May 31, 2021 and August 31, 2020.

U.S. GAAP Operating Expenses

Operating expenses increased by $81 million, or 47.1%, to $253 million, or 144.6% of revenue, in the second quarter of fiscal 2022, compared to $172 million, or 98.9% of revenue, in the first quarter of fiscal 2022. The increase was primarily attributable to the difference between the Q2 Fiscal 2022 Debentures Fair Value Adjustment and the fair value adjustment related to the Debentures incurred in the first quarter of fiscal 2022 of $71 million, an increase of $6 million in stock compensation expenses, a decrease in benefits of $4 million in government subsidies resulting from claims filed for the Canada Emergency Wage Subsidy (“CEWS”) program to support the business through the COVID-19 pandemic and an increase of $3 million in the Company’s deferred share unit costs, partially offset by a decrease of $7 million in legal expenses.

Operating expenses increased by $32 million, or 14.5%, to $253 million, or 144.6% of revenue, in the second quarter of fiscal 2022, compared to $221 million, or 85.3% of revenue, in the second quarter of fiscal 2021. The increase was primarily attributable the difference between the Q2 Fiscal 2022 Debentures Fair Value Adjustment and the fair value adjustment related to the Debentures incurred in the second quarter of fiscal 2021 of $49 million, a decrease in benefits of $7 million in CEWS funding and an increase of $4 million in stock compensation expenses, partially offset by long-lived asset impairment of $21 million in the second quarter of fiscal 2021 which did not recur and a decrease of $7 million in legal expenses.

Adjusted Operating Expenses

Adjusted operating expenses increased by $5 million, or 3.6%, to $143 million in the second quarter of fiscal 2022 compared to $138 million in the first quarter of fiscal 2022. The increase was primarily attributable to a decrease in benefits of $4 million in CEWS funding, an increase of $3 million in the Company’s deferred share unit costs and a reversal of previously accrued liabilities of $3 million in the first quarter of fiscal 2021 which did not recur, partially offset by a decrease of $7 million in legal expenses.

Adjusted operating expenses increased by $2 million, or 1.4%, to $143 million in the second quarter of fiscal 2022, compared to $141 million in the second quarter of fiscal 2021. The increase was primarily attributable to a decrease in benefits of $7 million in CEWS funding, an increase of $2 million in the Company’s deferred share unit costs and an increase of $2 million in

variable incentive plan costs, partially offset by a decrease of $7 million in legal expenses and a decrease of $4 million in salaries and benefits expenses.

Research and Development Expenses

Research and development expenses consist primarily of salaries and benefits costs for technical personnel, new product development costs, travel expenses, office and building costs, infrastructure costs and other employee costs.

Research and development expenses increased by $1 million, or 1.8%, to $58 million in the second quarter of fiscal 2022 compared to $57 million in the second quarter of fiscal 2021. This increase was primarily attributable to the increase of $1 million in variable incentive plan costs and an increase of $1 million in infrastructure costs, partially offset by a decrease of $1 million in operating lease costs.

Adjusted research and development expenses increased by $1 million, or 1.8%, to $56 million in the second quarter of fiscal 2022 compared to $55 million in the second quarter of fiscal 2021. The increase was primarily attributable to the increase of $1 million in infrastructure costs, partially offset by a decrease of $1 million in operating lease costs.

Selling, Marketing and Administration Expenses

Selling, marketing and administration expenses consist primarily of marketing, advertising and promotion, salaries and benefits, external advisory fees, information technology costs, office and related staffing infrastructure costs and travel expenses.

Selling, marketing and administration expenses increased by $4 million, or 5.1%, to $83 million in the second quarter of fiscal 2022 compared to $79 million in the second quarter of fiscal 2021. This increase was primarily attributable to a decrease in benefits of $7 million in CEWS funding, an increase of $4 million in stock compensation expenses, an increase of $2 million in variable incentive costs and an increase of $2 million in the Company’s deferred share unit costs, partially offset by a decrease of $7 million in legal expenses and a decrease of $5 million in salaries and benefits expenses.

Adjusted selling, marketing and administration expenses increased by $2 million, or 2.8%, to $74 million in the second quarter of fiscal 2022 compared to $72 million in the second quarter of fiscal 2021. This increase was primarily attributable to a decrease in benefits of $7 million in CEWS funding, an increase of $2 million in the Company’s deferred share unit costs, an increase of $2 million in variable incentive costs and unfavorable foreign currency translation of $2 million, partially offset by a decrease of $7 million in legal expenses and a decrease of $5 million in salaries and benefits expenses.

Amortization Expense

The table below presents a comparison of amortization expense relating to property, plant and equipment and intangible assets recorded as amortization or cost of sales for the quarter ended August 31, 2021 compared to the quarter ended August 31, 2020. Intangible assets are comprised of patents, licenses and acquired technology.


	For the Three Months Ended (in millions)
	Included in Operating Expense
	August 31, 2021		August 31, 2020		Change
Property, plant and equipment	$	3	$	5	$	(2)
Intangible assets	42		41		1
Total	$	45	$	46	$	(1)

	Included in Cost of Sales
	August 31, 2021		August 31, 2020		Change
Property, plant and equipment	$	1	$	1	$	—
Intangible assets	2		3		(1)
Total	$	3	$	4	$	(1)

Amortization included in Operating Expense

Amortization expense relating to property, plant and equipment and certain intangible assets decreased by $1 million to $45 million in the second quarter of fiscal 2022 compared to $46 million in the second quarter of fiscal 2021. The decrease in amortization expense was due to the lower cost base of assets.

Adjusted amortization decreased by $1 million to $13 million in the second quarter of fiscal 2022 compared to $14 million in the second quarter of fiscal 2021 due to the lower cost base of assets.

Amortization included in Cost of Sales

Amortization expense relating to certain property, plant and equipment and certain intangible assets employed in the Company’s service operations decreased by $1 million to $3 million in the second quarter of fiscal 2022 compared to $4 million in the second quarter of fiscal 2021. The decrease in amortization expense was due to the lower cost base of assets.

Investment Loss, Net

Investment loss, net, which includes the interest expense from the 1.75% Debentures, decreased by $4 million to an investment loss, net of $1 million in the second quarter of fiscal 2022, compared to investment loss, net of $5 million in the second quarter of fiscal 2021. The decrease in investment loss, net is primarily due to a decrease in interest expense from the Debentures partially offset by a lower average cash and investments balance compared to the second quarter of fiscal 2021 as a result of the redemption of the 3.75% Debentures and issuance of the 1.75% Debentures.

Income Taxes

For the second quarter of fiscal 2022, the Company’s net effective income tax expense rate was approximately 1%, compared to an effective income tax recovery rate of approximately 15% for the same period in the prior fiscal year. The Company’s net effective income tax rate reflects the change in unrecognized income tax benefits, if any, and the fact that the Company has a significant valuation allowance against its deferred tax assets, and in particular, the change in fair value of the Debentures, amongst other items, was offset by a corresponding adjustment of the valuation allowance. The Company’s net effective income tax rate also reflects the geographic mix of earnings in jurisdictions with different income tax rates.

Net Loss

The Company’s net loss for the second quarter of fiscal 2022 was $144 million, or $0.25 basic and diluted loss per share on a U.S. GAAP basis, reflecting an increase in net loss of $121 million compared to a net loss of $23 million, or $0.04 basic and diluted loss per share, in the second quarter of fiscal 2021. The increase in net loss of $121 million was primarily due to a decrease in revenue, as described above in “Revenue by Segment”, a decrease in gross margin percentage, as described above in “Consolidated Gross Margin Percentage” and an increase in operating expenses primarily due to an increase in the fair value adjustment related to the Debentures, as described above in “Operating Expenses”.

Adjusted net loss was $33 million in the second quarter of fiscal 2022 compared to adjusted net income of $58 million in the second quarter of fiscal 2021, reflecting a decrease in adjusted net income of $91 million primarily due to a decrease in revenue as described above in “Revenue by Segment”, a decrease in gross margin percentage, as described above in “Consolidated Gross Margin Percentage” and an increase in operating expenses as described above in “Operating Expenses”.

The weighted average number of shares outstanding was 568 million common shares for basic and diluted loss per share for the second quarter of fiscal 2022. The weighted average number of shares outstanding was 559 million common shares for basic loss and diluted loss per share for the second quarter of fiscal 2021.

Results of Operations - Six months ended August 31, 2021 compared to the six months ended August 31, 2020

The following section sets forth certain consolidated statements of operations data, which is expressed in millions of dollars, except for share and per share amounts and as a percentage of revenue, for the six months ended August 31, 2021 and August 31, 2020:


	For the Six Months Ended
	(in millions, except for share and per share amounts)
	August 31, 2021		August 31, 2020	Change
Revenue	$	349		$	465	$	(116)
Gross margin	226			342		(116)
Operating expenses	425			1,009		(584)
Investment loss, net	(3)			(5)		2
Loss before income taxes	(202)			(672)		470
Provision for (recovery of) income taxes	4			(13)		17


Net loss	$	(206)		$	(659)	$	453
Loss per share - reported
Basic	$	(0.36)		$	(1.18)	$	0.82
Diluted	$	(0.36)		$	(1.18)	$	0.82

Weighted-average number of shares outstanding (000’s)
Basic (1)	567,724			558,365
Diluted (2)	567,724			558,365

______________________________

(1)Basic loss per share on a U.S. GAAP basis for the first six months of fiscal 2022 and fiscal 2021 includes 1,421,945 and 2,802,067 common shares, respectively, remaining to be issued on the anniversary dates of the Cylance acquisition completed on February 21, 2019, in consideration for the acquisition. There are no service or other requirements associated with the issuance of these shares.

(2)Diluted loss per share on a U.S. GAAP basis for the first six months of fiscal 2022 and fiscal 2021 does not include the dilutive effect of the Debentures as to do so would be anti-dilutive. Diluted loss per share on a U.S. GAAP basis for the first six months of fiscal 2022 and fiscal 2021 do not include the dilutive effect of stock-based compensation as to do so would be anti-dilutive.

Revenue

Revenue by Segment

Comparative breakdowns of revenue by segment are set forth below.


	For the Six Months Ended
	(in millions)
	August 31, 2021			August 31, 2020			Change
Revenue by Segment
Cyber Security	$	227		$	239		$	(12)
IoT	83			60			23
Licensing and Other	39			166			(127)

	$	349		$	465		$	(116)

% Revenue by Segment
Cyber Security	65.0		%	51.4		%
IoT	23.8		%	12.9		%
Licensing and Other	11.2		%	35.7		%

	100.0		%	100.0		%

Cyber Security

Cyber Security revenue was $227 million, or 65.0% of revenue in the first six months of fiscal 2022, a decrease of $12 million compared to $239 million, or 51.4% of revenue in the first six months of fiscal 2021. The decrease in Cyber Security revenue of $12 million was primarily due to a decrease of $19 million relating to product revenue in BlackBerry Spark and a decrease of $6 million relating to professional services, offset by an increase of $14 million related to the sale of Secusmart solutions.

IoT

IoT revenue was $83 million, or 23.8% of revenue in the first six months of fiscal 2022, an increase of $23 million compared to $60 million, or 12.9% of revenue in the first six months of fiscal 2021. The increase in IoT revenue of $23 million was primarily due to an increase of $12 million in BlackBerry QNX royalty revenue due to the partial recovery of the automotive market from the slowdown related to the COVID-19 pandemic in the first six months of fiscal 2021, an increase of $8 million in development seat revenue and an increase of $2 million in BlackBerry Radar revenue.

Licensing and Other

Licensing and Other revenue was $39 million, or 11.2% of revenue in the first six months of fiscal 2022, a decrease of $127 million compared to $166 million, or 35.7% of revenue in the first six months of fiscal 2021. The decrease in Licensing and Other revenue of $127 million was primarily due to a decrease in revenue from the Company’s intellectual property licensing arrangements including its patent licensing agreement with Teletry.

U.S. GAAP Revenue by Geography

Comparative breakdowns of the geographic regions on a U.S. GAAP basis are set forth in the following table:


	For the Six Months Ended
	(in millions)
	August 31, 2021			August 31, 2020			Change
Revenue by Geography
North America	$	212		$	345		$	(133)
Europe, Middle East and Africa	102			89			13
Other regions	35			31			4
	$	349		$	465		$	(116)

% Revenue by Geography
North America	60.8		%	74.2		%
Europe, Middle East and Africa	29.2		%	19.1		%
Other regions	10.0		%	6.7		%
	100.0		%	100.0		%

North America Revenue

Revenue in North America was $212 million, or 60.8% of revenue, in the first six months of fiscal 2022, reflecting a decrease of $133 million compared to $345 million, or 74.2% of revenue in the first six months of fiscal 2021. The decrease in North American revenue is primarily due to a decrease of $124 million in Licensing and Other revenue due to the reasons discussed above in “Revenue by Segment”, a decrease of $16 million in product revenue in BlackBerry Spark and a decrease of $2 million relating to non-automotive OEM business, partially offset by an increase of $10 million in BlackBerry QNX royalty revenue due to the reasons discussed above in “Revenue by Segment”.

Europe, Middle East and Africa Revenue

Revenue in Europe, Middle East and Africa was $102 million, or 29.2% of revenue, in the first six months of fiscal 2022, reflecting an increase of $13 million compared to $89 million, or 19.1% of revenue, in the first six months of fiscal 2021. The increase in revenue is primarily due to an increase of $14 million related to the sale of Secusmart solutions, an increase of $3 million in development seat revenue and an increase of $2 million in BlackBerry QNX royalty revenue due to the reasons discussed above in “Revenue by Segment”, partially offset by a decrease of $4 million in product revenue in BlackBerry Spark.

Other Regions Revenue

Revenue in other regions was $35 million, or 10.0% of revenue, in the first six months of fiscal 2022, reflecting an increase of $4 million compared to $31 million, or 6.7% of revenue, in the first six months of fiscal 2021. The increase in revenue is primarily due to an increase of $3 million in development seat revenue.

Gross Margin

Consolidated Gross Margin

Consolidated gross margin decreased by $116 million to approximately $226 million in the first six months of fiscal 2022 from $342 million in the first six months of fiscal 2021. The decrease was primarily due to a decrease in revenue from Licensing and Other and BlackBerry Spark, partially offset by an increase in revenue from BlackBerry QNX and Secusmart due to the reasons discussed above in “Revenue by Segment”, as the Company’s cost of sales does not significantly fluctuate based on business volume.

Consolidated Gross Margin Percentage

Consolidated gross margin percentage decreased by 8.7%, to approximately 64.8% of consolidated revenue in the first six months of fiscal 2022 from 73.5% of consolidated revenue in the first six months of fiscal 2021. The decrease was primarily due to a lower gross margin contribution from Licensing and Other due to the reasons discussed above in “Revenue by Segment”, partially offset by a higher gross margin contribution from BlackBerry QNX due to the reasons discussed above in “Revenue by Segment”.

Gross Margin by Segment

See “Business Overview” and “Second Quarter Fiscal 2022 Summary Results of Operations” for information about the Company’s operating segments and the basis of operating segment results.


	For the Six Months Ended
	(in millions)
	Cyber Security									IoT									Licensing and Other									Segment Totals
	August 31, 2021			August 31, 2020			Change			August 31, 2021			August 31, 2020			Change			August 31, 2021			August 31, 2020			Change			August 31, 2021			August 31, 2020			Change
Segment revenue	$	227		$	239		$	(12)		$	83		$	60		$	23		$	39		$	166		$	(127)		$	349		$	465		$	(116)
Segment cost of sales	95			93			2			14			12			2			12			15			(3)			121			120			1
Segment gross margin	$	132		$	146		$	(14)		$	69		$	48		$	21		$	27		$	151		$	(124)		$	228		$	345		$	(117)
Segment gross margin %	58		%	61		%	(3		%)	83		%	80		%	3		%	69		%	91		%	(22		%)	65		%	74		%	(9		%)

Cyber Security

Cyber Security gross margin decreased by $14 million to approximately $132 million in the first six months of fiscal 2022 from $146 million in the first six months of fiscal 2021. The decrease was primarily due to the reasons discussed above in “Revenue by Segment”, as the Company’s cost of sales does not significantly fluctuate based on business volume.

Cyber Security gross margin percentage decreased by 3% to approximately 58% of Cyber Security revenue in the first six months of fiscal 2022 from 61% of Cyber Security revenue in the first six months of fiscal 2021. The decrease was primarily due to the reasons discussed above in “Revenue by Segment”.

IoT

IoT gross margin increased by $21 million to approximately $69 million in the first six months of fiscal 2022 from $48 million in the first six months of fiscal 2021. The increase was primarily due to the reasons discussed above in “Revenue by Segment”, as the Company’s cost of sales does not significantly fluctuate based on business volume.

IoT gross margin percentage increased by 3% to approximately 83% of IoT revenue in the first six months of fiscal 2022 from 80% of IoT revenue in the first six months of fiscal 2021. The increase was primarily due an increase in BlackBerry QNX royalty revenue, which has a higher relative gross margin percentage, due to the reasons discussed above in “Revenue by Segment”.

Licensing and Other

Licensing and Other gross margin decreased by $124 million to approximately $27 million in the first six months of fiscal 2022 from $151 million in the first six months of fiscal 2021. The decrease was primarily due to the reasons discussed above in “Revenue by Segment”, as the Company’s cost of sales does not significantly fluctuate based on business volume.

Licensing and Other gross margin percentage decreased by 22% to approximately 69% of Licensing and Other revenue in the first six months of fiscal 2022 from 91% of Licensing and Other revenue in the first six months of fiscal 2021. The decrease was primarily due to the reasons discussed above in “Revenue by Segment”.

Operating Expenses

The table below presents a comparison of research and development, selling, marketing and administration, and amortization expense for the six months ended August 31, 2021, compared to the six months ended August 31, 2020.


	For the Six Months Ended
	(in millions)
	August 31, 2021			August 31, 2020			Change
Revenue	$	349		$	465		$	(116)
Operating expenses
Research and development	115			114			1
Selling, marketing and administration	156			169			(13)
Amortization	91			92			(1)
Impairment of goodwill	—			594			(594)
Impairment of long-lived assets	—			21			(21)

Debentures fair value adjustment	63			19			44

Total	$	425		$	1,009		$	(584)

Operating Expense as % of Revenue
Research and development	33.0		%	24.5		%
Selling, marketing and administration	44.7		%	36.3		%
Amortization	26.1		%	19.8		%
Impairment of goodwill	—		%	127.7		%
Impairment of long-lived assets	—		%	4.5		%

Debentures fair value adjustment	18.1		%	4.1		%

Total	121.8		%	217.0		%

See “Non-GAAP Financial Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the six months ended August 31, 2021 and August 31, 2020.

U.S. GAAP Operating Expenses

Operating expenses decreased by $584 million, or 57.9%, to $425 million, or 121.8% of revenue in the first six months of fiscal 2022, compared to $1,009 million, or 217.0% of revenue, in the first six months of fiscal 2021. The decrease was primarily attributable to goodwill impairment of $594 million in the first quarter of fiscal 2021 which did not recur, long-lived assets impairment of $21 million in the second quarter of fiscal 2021 which did not recur, a decrease of $9 million in salaries and benefits expense, and a decrease of $3 million in operating lease cost, partially offset by the difference between the Fiscal 2022 Debentures Fair Value Adjustment and the fair value adjustment of $44 million related to the Debentures incurred in the first six months of fiscal 2021, and an increase of $6 million in variable incentive plan costs.

Adjusted Operating Expenses

Adjusted operating expenses decreased by $7 million, or 2.4%, to $281 million in the first six months of fiscal 2022, compared to $288 million in the first six months of 2021. The decrease was primarily attributable to a decrease of $8 million in salaries and benefits expense, a decrease of $3 million in operating lease cost, partially offset by an increase of $5 million in variable incentive plan costs.

Research and Development Expenses

Research and development expenses consist primarily of salaries and benefits for technical personnel, new product development costs, travel, office and building costs, infrastructure costs and other employee costs.

Research and development expenses increased by $1 million, or 0.9%, to $115 million, or 33.0% of revenue, in the first six months of fiscal 2022, compared to $114 million, or 24.5% of revenue, in the first six months of fiscal 2021. The increase was primarily attributable to a decrease of $2 million in claims filed with the Ministry of Innovation, Science and Economic Development Canada relating to its Strategic Innovation Fund (“SIF”) program’s investment in BlackBerry QNX, and an increase of $1 million in variable incentive plan costs, partially offset by a decrease of $2 million in operating lease cost.

Adjusted research and development expenses increased by $2 million, or 1.8% to $111 million in the first six months of fiscal 2022 compared to $109 million in the first six months of fiscal 2021. The increase was primarily attributable to a decrease of $2 million in SIF claims, partially offset by a decrease of $2 million in operating lease cost.

Selling, Marketing and Administration Expenses

Selling, marketing and administration expenses decreased by $13 million, or 7.7%, to $156 million, or 44.7% of revenue, in the first six months of fiscal 2022 compared to $169 million in the first six months of fiscal 2021, or 36.3% of revenue. The decrease was primarily attributable to a decrease of $8 million in salaries and benefits expenses, a recovery of $2 million in expected credit losses, and a decrease of $2 million in consulting expenses, partially offset by an increase of $5 million in variable incentive plan costs, and an increase of $2 million in the Company’s deferred share unit liability due to increases in the Company’s stock price.

Adjusted selling, marketing and administration expenses decreased by $9 million, or 5.9%, to $143 million in the first six months of fiscal 2022 compared to $152 million in the first six months of fiscal 2021. The decrease was primarily due to the same reasons described above on a U.S. GAAP basis.

Amortization Expense

The table below presents a comparison of amortization expense relating to property, plant and equipment and intangible assets recorded as amortization or cost of sales for the six months ended August 31, 2021 compared to the six months ended August 31, 2020. Intangible assets are comprised of patents, licenses and acquired technology.


	For the Six Months Ended
	(in millions)
	Included in Operating Expense
	August 31, 2021		August 31, 2020		Change
Property, plant and equipment	$	6	$	9	$	(3)
Intangible assets	85		83		2
Total	$	91	$	92	$	(1)

	Included in Cost of Sales
	August 31, 2021		August 31, 2020		Change
Property, plant and equipment	$	2	$	2	$	—
Intangible assets	4		6		(2)
Total	$	6	$	8	$	(2)

Amortization included in Operating Expense

Amortization expense relating to certain property, plant and equipment and intangible assets decreased by $1 million to $91 million in the first six months of fiscal 2022, compared to $92 million in the first six months of fiscal 2021. The decrease in amortization expense was due to the lower cost base of assets.

Adjusted amortization expense was $27 million in the first six months of fiscal 2022, consistent with $27 million in the first six months of fiscal 2021.

Amortization included in Cost of Sales

Amortization expense relating to certain property, plant and equipment and intangible assets employed in the Company’s service operations decreased by $2 million to $6 million in the first six months of fiscal 2022, compared to $8 million in the first six months of fiscal 2021. The decrease in amortization expense was due to the lower cost base of assets.

Investment Loss, Net

Investment loss, net, which includes the interest expense from the Debentures, decreased by $2 million to investment loss of $3 million in the first six months of fiscal 2022, from investment loss of $5 million in the first six months of fiscal 2021. The decrease in investment loss, net was due to a decrease in interest expense from the Debentures, partially offset by a lower yield on cash and investments and lower average cash and investments balances in the first six months of fiscal 2022 compared to the first six months of fiscal 2021 as a result of the redemption of the 3.75% Debentures and issuance of the 1.75% Debentures.

Income Taxes

For the first six months of fiscal 2022, the Company’s net effective income tax expense rate was approximately 2%, compared to a net effective income tax recovery rate of approximately 2% for the same period in the prior fiscal year. The Company’s net effective income tax rate reflects the change in unrecognized income tax benefits, if any, and the fact that the Company has a significant valuation allowance against its deferred tax assets, and in particular, the change in fair value of the Debentures, amongst other items, was offset by a corresponding adjustment of the valuation allowance. The Company’s net effective income tax rate also reflects the geographic mix of earnings in jurisdictions with different income tax rates.

Net Loss

The Company’s net loss for the first six months of fiscal 2022 was $206 million, reflecting a decrease in net loss of $453 million compared to net loss of $659 million in the first six months of fiscal 2021, primarily due to a decrease in operating expenses due to the goodwill impairment in the first six months of fiscal 2021 that did not recur, as described above in “Operating Expenses”, partially offset by a decrease in revenue as described above in “Revenue by Segment” and a decrease in gross margin percentage, as described above in “Consolidated Gross Margin Percentage”.

Adjusted net loss in the first six months of fiscal 2022 was $60 million compared to adjusted net income of $65 million in the first six months of fiscal 2021, reflecting a decrease in adjusted net income of $125 million, primarily due to a decrease in revenue as described above in “Revenue by Segment” and a decrease in gross margin percentage, as described above in “Consolidated Gross Margin Percentage”, partially offset by a decrease in operating expenditures as described above in “Operating Expenses”.

Basic and diluted loss per share on a U.S. GAAP basis was $0.36 in the first six months of fiscal 2022, a decrease in basic and diluted loss per share of $0.82, compared to basic and diluted loss per share on a U.S. GAAP basis of $1.18 in the first six months of fiscal 2021.

The weighted average number of shares outstanding was 568 million for basic and diluted loss per share for the first six months of August 31, 2021. The weighted average number of shares outstanding was 558 million for basic and diluted loss per share for the first six months of August 31, 2020.

Common Shares Outstanding

On September 20, 2021, there were 567 million voting common shares, options to purchase 1 million voting common shares, 20 million restricted share units and 1 million deferred share units outstanding. In addition, 60.8 million common shares are issuable upon conversion in full of the 1.75% Debentures as described in Note 6 to the Consolidated Financial Statements.

The Company has not paid any cash dividends during the last three fiscal years.

Financial Condition

Liquidity and Capital Resources

Cash, cash equivalents, and investments decreased by $32 million to $772 million as at August 31, 2021 from $804 million as at February 28, 2021, primarily as a result of changes in working capital. The majority of the Company’s cash, cash equivalents, and investments were denominated in U.S. dollars as at August 31, 2021.

A comparative summary of cash, cash equivalents, and investments is set out below:


	As at (in millions)
	August 31, 2021		February 28, 2021		Change
Cash and cash equivalents	$	291	$	214	$	77
Restricted cash equivalents and restricted short-term investments	27		28		(1)
Short-term investments	416		525		(109)
Long-term investments	38		37		1
Cash, cash equivalents, and investments	$	772	$	804	$	(32)

The table below summarizes the current assets, current liabilities, and working capital of the Company:


	As at (in millions)
	August 31, 2021		February 28, 2021		Change
Current assets	$	910	$	1,006	$	(96)
Current liabilities	403		429		(26)
Working capital	$	507	$	577	$	(70)

Current Assets

The decrease in current assets of $96 million at the end of the second quarter of fiscal 2022 from the end of the fourth quarter of fiscal 2021 was primarily due to a decrease in short term investments of $109 million, a decrease in accounts receivable, net of allowance of $61 million, a decrease in other receivables of $2 million, and a decrease in income taxes receivable of $1 million, partially offset by an increase in cash and cash equivalents of $77 million.

At August 31, 2021, accounts receivable was $121 million, a decrease of $61 million from February 28, 2021. The decrease was primarily due to lower revenue recognized over the three months ended August 31, 2021 compared to the three months ended February 28, 2021, and a decrease in days sales outstanding to 72 days at the end of the second quarter of fiscal 2022 from 85 days at the end of the fourth quarter of fiscal 2021.

At August 31, 2021, other receivables decreased by $2 million to $23 million compared to $25 million as at February 28, 2021. The decrease was primarily due to a decrease of $3 million relating to the CEWS program, partially offset by an increase of $2 million relating to the SIF claims.

At August 31, 2021, income taxes receivable was $9 million, a decrease of $1 million from February 28, 2021. This decrease was primarily due to changes in the quarterly tax provision.

Current Liabilities

The decrease in current liabilities of $26 million at the end of the second quarter of 2022 from the end of the fourth quarter of fiscal 2021 was primarily due to a decrease in deferred revenue, current of $27 million, and a decrease in accrued liabilities of $4 million, partially offset by an increase in income taxes payable of $3 million and an increase in accounts payable of $2 million.

Deferred revenue, current was $198 million, which reflects a decrease of $27 million compared to February 28, 2021 that was attributable to a $20 million decrease in deferred revenue, current related to BlackBerry Spark and $7 million related to BlackBerry AtHoc, partially offset by an increase of $2 million in deferred revenue, current related to BlackBerry QNX.

Accrued liabilities were $174 million, reflecting a decrease of $4 million compared to February 28, 2021, which was primarily attributable to a $3 million decrease in the operating lease liability, current, partially offset by an increase of $3 million in the Company’s deferred share unit liability due to increases in the Company’s stock price.

Income taxes payable were $9 million, reflecting an increase of $3 million compared to February 28, 2021, which was primarily due to changes in the quarterly tax provision.

Accounts payable were $22 million, reflecting an increase of $2 million from February 28, 2021, which was primarily due to timing of payments of accounts payable.

Cash flows for the six months ended August 31, 2021 compared to the six months ended August 31, 2020 were as follows:


	For the Six Months Ended
	(in millions)
	August 31, 2021		August 31, 2020		Change
Net cash flows provided by (used in):
Operating activities	$	(18)	$	—	$	(18)
Investing activities	113		454		(341)
Financing activities	5		5		—
Effect of foreign exchange gain on cash and cash equivalents	—		1		(1)
Net increase in cash and cash equivalents	$	100	$	460	$	(360)

Operating Activities

The increase in net cash flows used in operating activities of $18 million primarily reflects the net changes in working capital.

Investing Activities

During the six months ended August 31, 2021, cash flows provided by investing activities were $113 million and included cash provided by transactions involving the acquisitions of short-term and long-term investments, net of the proceeds on sale or maturity in the amount of $131 million, offset by cash used in the acquisition of intangible assets of $14 million, and the acquisition of property, plant and equipment of $4 million. For the same period in the prior fiscal year, cash flows provided by investing activities were $454 million and included cash provided by transactions involving the acquisitions of short-term and long-term investments, net of the proceeds on sale or maturity in the amount of $473 million, offset by cash used in the acquisition intangible assets of $16 million, and the acquisitions of property, plant and equipment of $3 million.

Financing Activities

The cash flows provided by financing activities of $5 million was consistent with the first six months of fiscal 2021 and included common shares issued for stock options exercised and under the employee share purchase plan.

Aggregate Contractual Obligations

The following table sets out aggregate information about the Company’s contractual obligations and the periods in which payments are due as at August 31, 2021:


	(in millions)
	Total		Less than One Year		One to Three Years		Four to Five Years		Greater than Five Years
Operating lease obligations	$	118	$	34	$	45	$	26	$	13
Purchase obligations and commitments	162		114		48
Debt interest and principal payments	381		6		375
Total	$	661	$	154	$	468	$	26	$	13

Purchase obligations and commitments amounted to approximately $661 million as at August 31, 2021, including the principal amount of the 1.75% Debentures of $365 million and operating lease obligations of $118 million. The remaining balance consists of purchase orders for goods and services utilized in the operations of the Company. Total aggregate contractual obligations as at August 31, 2021 decreased by approximately $15 million as compared to the February 28, 2021 balance of approximately $676 million, which was attributable to a decrease in operating lease obligations.

Debenture Financing and Other Funding Sources

See Note 6 to the Consolidated Financial Statements for a description of the Debentures.

The Company has $27 million in collateralized outstanding letters of credit in support of certain leasing arrangements entered into in the ordinary course of business. See Note 3 to the Consolidated Financial Statements for further information concerning the Company’s restricted cash.

Cash, cash equivalents, and investments were approximately $772 million as at August 31, 2021. The Company’s management remains focused on maintaining appropriate cash balances, efficiently managing working capital balances and managing the liquidity needs of the business. Based on its current financial projections, the Company believes its financial resources, together with expected future operating cash generating and operating expense reduction activities and access to other potential financing arrangements, should be sufficient to meet funding requirements for current financial commitments and future operating expenditures not yet committed, and should provide the necessary financial capacity for the foreseeable future.

The Company does not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or under applicable Canadian securities laws.

Accounting Policies and Critical Accounting Estimates

There have been no changes to the Company’s accounting policies or critical accounting estimates from those described under “Accounting Policies and Critical Accounting Estimates” in the Annual MD&A.

See Note 2 to the Consolidated Financial Statements for accounting pronouncements not yet adopted.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is engaged in operating and financing activities that generate risk in three primary areas:

Foreign Exchange

The Company is exposed to foreign exchange risk as a result of transactions in currencies other than its functional currency, the U.S. dollar. The majority of the Company’s revenue in the second quarter of fiscal 2022 was transacted in U.S. dollars. Portions of the revenue were denominated in Canadian dollars, euros and British pounds. Expenses, consisting mainly of salaries and certain other operating costs, were incurred primarily in Canadian dollars, but were also incurred in U.S. dollars, euros and British pounds. At August 31, 2021, approximately 31% of cash and cash equivalents, 33% of accounts receivables and 31% of accounts payable were denominated in foreign currencies (February 28, 2021 – 20%, 25% and 34%, respectively). These foreign currencies primarily include the Canadian dollar, euro and British pound. As part of its risk management strategy, the Company maintains net monetary asset and/or liability balances in foreign currencies and engages in foreign currency hedging activities using derivative financial instruments, including currency forward contracts and currency options. The Company does not use derivative instruments for speculative purposes. If overall foreign currency exchanges rates to the U.S. dollar uniformly weakened or strengthened by 10% related to the Company’s net monetary asset or liability balances in foreign currencies at August 31, 2021 (after hedging activities), the impact to the Company would be immaterial.

The Company regularly reviews its currency forward and option positions, both on a stand-alone basis and in conjunction with its underlying foreign currency exposures. Given the effective horizons of the Company’s risk management activities and the anticipatory nature of the exposures, there can be no assurance these positions will offset more than a portion of the financial impact resulting from movements in currency exchange rates. Further, the recognition of the gains and losses related to these instruments may not coincide with the timing of gains and losses related to the underlying economic exposures and, therefore, may adversely affect the Company’s financial condition and operating results.

Interest Rate

Cash and cash equivalents and investments are invested in certain instruments of varying maturities. Consequently, the Company is exposed to interest rate risk as a result of holding investments of varying maturities. The fair value of investments, as well as the investment income derived from the investment portfolio, will fluctuate with changes in prevailing interest rates. The Company has also issued Debentures with a fixed interest rate, as described in Note 6 to the Consolidated Financial Statements. The fair value of the 1.75% Debentures will fluctuate with changes in prevailing interest rates. Consequently, the Company is exposed to interest rate risk as a result of the 1.75% Debentures. The Company does not currently utilize interest rate derivative instruments to hedge its investment portfolio or changes in the market value of the 1.75% Debentures.

Credit and Customer Concentration

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 an allowance for credit losses (“ACL”) that corresponds to the specific credit risk of its customers, historical trends and economic circumstances. The ACL as at August 31, 2021 was $9 million (February 28, 2021 - $10 million). There was one customer that comprised more than 10% of accounts receivable as at August 31, 2021 (February 28, 2021 - one customer that comprised more than 10%). During the second quarter of fiscal 2022, the percentage of the Company’s receivable balance that was past due decreased by 1.2% compared to the fourth quarter of fiscal 2021. Although the Company actively monitors and attempts to collect on its receivables as they become due, the risk of further delays or challenges in obtaining timely payments of receivables from resellers and other distribution partners exists. The occurrence of such delays or challenges in obtaining timely payments could negatively impact the Company’s liquidity and financial condition. There was one customer that comprised 12% and no customer that comprised more than 10% of the Company’s

revenue in the three and six months ended August 31, 2021, respectively (three and six months ended August 31, 2020 - one customer that comprised 40% and 34% of the Company’s revenue, respectively).

Market values are determined for each individual security in the investment portfolio. The Company assesses declines in the value of individual investments for impairment to determine whether the decline is other-than-temporary. The Company makes this assessment by considering available evidence 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 ability and intent to hold the debt securities to maturity.

ITEM 4. CONTROLS AND PROCEDURES

As of August 31, 2021, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of such date, the Company’s disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the three months ended August 31, 2021, no changes were made to the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 10 to the Consolidated Financial Statements for information regarding certain legal proceedings in which the Company is involved.

ITEM 6. EXHIBITS


Exhibit Number						Description of Exhibit




31.1*						Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a)
31.2*						Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a)
32.1†						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



101*						XBRL Instance Document – the document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101*						Inline XBRL Taxonomy Extension Schema Document
101*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101*						Inline XBRL Taxonomy Extension Label Linkbase Document
101*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File – formatted as Inline XBRL and contained in Exhibit 101

______________________________

* Filed herewith

† Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of the SEC’s Regulation S-K

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.


	BLACKBERRY LIMITED

Date: September 23, 2021	By:	/s/ John Chen
	Name:	John Chen
	Title:	Chief Executive Officer

	By:	/s/ Steve Rai
	Name:	Steve Rai
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)