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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934 or ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended March 1, 2014Commission File Number 0-29898

BlackBerry Limited

(Exact name of Registrant as specified in its charter)

Ontario3,661Not Applicable

(Province or other Jurisdictionof Incorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S. EmployerIdentification No)

2200 University Ave East

Waterloo, Ontario, Canada,

N2K 0A7

(519) 888-7465 (Address and telephone number of Registrant's principal executive offices)

BlackBerry Corporation

5000 Riverside Drive, Suite 100E,

Irving, Texas, USA 75039

(972) 650-6126 (Name, address and telephone number of agent for service in the United States) Securities registered or to be registered pursuant to Section 12(b) of the Act:

Common Shares, without par value

Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None For annual reports, indicate by check mark the information filed with this Form:

Annual information form

Audited annual financial statements

Indicate the number of outstanding shares of each of the Registrant's classes of capital or common stock as of the close of the

period covered by this annual report. The Registrant had 526,551,953 Common Shares outstanding as at March 1, 2014.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Exchange Act 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 No

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every

Interactive Data File required to be submitted and posted 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 and post such files).

Yes No

A.Disclosure Controls and Procedures

Disclosure controls and procedures are defined by the Securities and Exchange Commission (the "Commission") as

those controls and other procedures that are designed to ensure that information required to be disclosed by the Registrant in

reports filed or submitted by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded,

processed, summarized and reported within the time periods specified in the Commission's rules and forms.

The Registrant's Chief Executive Officer and Chief Financial Officer have evaluated the Registrant's disclosure

controls and procedures as of the end of the period covered by this Annual Report and have determined that such disclosure

controls and procedures were effective. A discussion of the Registrant's disclosure controls and procedures can be found in its

Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended March 1,

2014, included in Exhibit No. 1.3 to this Annual Report, under the heading "Disclosure Controls and Procedures and Internal

Controls - Disclosure Controls and Procedures".

B.Management's Annual Report on Internal Control Over Financial Reporting

See Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended

March 1, 2014, included in Exhibit No. 1.3 to this Annual Report, under the heading "Disclosure Controls and Procedures and

Internal Controls - Management's Report on Internal Control Over Financial Reporting". C.Attestation Report of the Registered Public Accounting Firm

The attestation report of Ernst & Young LLP ("EY") is included in EY's report, dated March 28, 2014, to the

shareholders of the Registrant, which accompanies the Registrant's audited consolidated financial statements for the fiscal year

ended March 1, 2014, filed as Exhibit 1.2 to this Annual Report. D.Changes in Internal Control Over Financial Reporting

See Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended

March 1, 2014, included in Exhibit No. 1.3 to this Annual Report, under the heading "Disclosure Controls and Procedures and

Internal Controls - Changes in Internal Control Over Financial Reporting".

E.Notice of Pension Fund Blackout Period

The Registrant was not required by Rule 104 of Regulation BTR to send any notice to any of its directors or executive

officers during the fiscal year ended March 1, 2014.

F.Audit Committee Financial Expert

The Registrant's Board of Directors has determined that Barbara Stymiest, an individual serving on the Audit and Risk

Management Committee of the Registrant's Board of Directors, is an audit committee financial expert, within the meaning of

General Instruction B(8)(a) of Form 40-F.

The Commission has indicated that the designation of a person as an audit committee financial expert does not make

such person an "expert" for any purpose, impose any duties, obligations or liability on such person that are greater than those

imposed on members of the Audit and Risk Management Committee and the Board of Directors who do not carry this

designation or affect the duties, obligations or liability of any other member of the Audit and Risk Management Committee or

Board of Directors.

G.Code of Ethics

The Registrant's Board of Directors has adopted a code of ethics (the "Code") that applies to all directors, officers and

employees. A copy of the Code may be obtained at www.blackberry.com. The Registrant will provide a copy of the Code

without charge to any person that requests a copy by contacting the Corporate Secretary at the address that appears on the cover

of this Annual Report on Form 40-F.

H.Principal Accountant Fees and Services

Audit Fees

The aggregate fees billed by EY, the Company's independent auditor, for the fiscal years ended March 1, 2014 and

March 2, 2013, respectively, for professional services rendered by EY for the audit of the Company's annual financial

statements or services that are normally provided by EY in connection with statutory and regulatory filings or engagements for

such fiscal years were $5,128,000 and $4,195,000, respectively.

Audit-Related Fees

The aggregate fees billed by EY for the fiscal years ended March 1, 2014 and March 2, 2013, respectively, for assurance

and related services rendered by EY that are reasonably related to the performance of the audit review of the Company's

financial statements and are not reported above as audit fees were $167,000 and $107,000, respectively. Professional services

provided included procedures related to the audit of new systems implemented.

Tax Fees

The aggregate fees billed by EY for the fiscal years ended March 1, 2014 and March 2, 2013, respectively, for

professional services rendered by EY for tax compliance, tax advice, tax planning and other services were $11,000 and

$13,000, respectively. Tax services provided included international tax compliance engagements.

All Other Fees

There were no fees billed by EY for the fiscal years ended March 1, 2014 and March 2, 2013, except as described above.

Audit Committee Pre-Approval Policies and Procedures

Since the enactment of the Sarbanes-Oxley Act of 2002 on July 30, 2002, all audit and non-audit services performed by

the Registrant's outside auditors are pre-approved by the Audit and Risk Management Committee of the Registrant.

I.Off-Balance Sheet Arrangements

The Registrant is not a party to any off-balance sheet arrangements that have or are reasonably likely to have a current

or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity,

capital expenditures or capital resources that is material to investors.

J.Tabular Disclosure of Contractual Obligations

Tabular disclosure of the Registrant's contractual obligations can be found in its Management's Discussion and

Analysis of Financial Condition and Results of Operations for the fiscal year ended March 1, 2014, included in Exhibit No. 1.3

to this Annual Report, under the heading "Financial Condition - Aggregate Contractual Obligations".

K.Identification of Audit Committee

The Registrant has an Audit and Risk Management Committee comprised of three individuals: Barbara Stymiest

(Chair), Claudia Kotchka and Timothy Dattels. Each of the members of the Audit and Risk Management Committee is

independent as that term is defined by the rules and regulations of the Nasdaq Stock Market, Inc. ("Nasdaq").

L.Critical Accounting Estimates

A discussion of the Registrant's critical accounting estimates can be found in its Management's Discussion and

Analysis of Financial Condition and Results of Operations for the fiscal year ended March 1, 2014, included in Exhibit No. 1.3

to this Annual Report, under the heading "Critical Accounting Estimates".

M.Nasdaq Exemptions

On November 5, 2002, the Registrant requested an exemption from Nasdaq's quorum requirements (which provide

that a quorum for a shareholder meeting of a Nasdaq-listed company must be at least 33-1/3% of the outstanding common

shares of the company) on the basis that such requirements were contrary to generally accepted business practices in Canada.

The Registrant's by-laws provide that the quorum requirements for the transaction of business at any meeting of shareholders

shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or

representative for a shareholder so entitled, holding or representing not less than 20% of the issued shares of the Registrant, of

the class or classes respectively (if there is more than one class of shares outstanding at the time), enjoying voting rights at such

meeting. The Registrant's quorum requirements comply with the requirements of the Business Corporations Act (Ontario) and

are consistent with the quorum requirements of other Canadian public companies. On November 25, 2002, based on the

Registrant's representations, Nasdaq granted the requested exemption.

On November 7, 2013, the Registrant utilized an exemption from Nasdaq's shareholder approval requirements of

Nasdaq Listing Rule 5635 (which provide that shareholder approval is required in connection with certain private placements

and employment inducement grants) on the basis that the Registrant elected to follow Canadian practice in connection with (i)

the issuance of $1,250,000,000 aggregate principal amount of convertible debentures, convertible into Common Shares of the

Registrant, to certain investors, including Fairfax Financial Holdings Limited, pursuant to the terms of a subscription

agreement, dated November 4, 2013, as amended, and (ii) the grant of 13,000,000 restricted share units to John Chen (of this

aggregate grant, 10,521,418 restricted share units were granted as an employee inducement under section 613(c) of the Toronto

Stock Exchange Company Manual with the balance of the grant (2,478,582 restricted share units) made under the Registrant's

Equity Incentive Plan, which had previously been approved by shareholders), in lieu of such requirements. The Registrant's

not seeking shareholder approval in connection with the private placement or employment inducement grant described above

comply with the requirements of the Business Corporations Act (Ontario) and the rules of the Toronto Stock Exchange.

N.Interactive Data File

The Registrant has submitted to the Commission, included in Exhibit 101 to this Annual Report, an Interactive Data

File.

O.Mine Safety

The Registrant is not currently required to disclose the information required by Section 1503(a) of the Dodd-Frank

Wall Street Reform and Consumer Protection Act.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the

Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities

in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.

B.Consent to Service of Process

The Registrant has previously filed with the Commission a Form F-X in connection with its Common Shares.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing

on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

BLACKBERRY LIMITED

Date: March 28, 2014By: /s/ James Yersh

Name: James Yersh

Title: Chief Financial Officer

EXHIBIT INDEX

ExhibitNo. Document

1.1 Annual Information Form for the fiscal year ended March 1, 2014, dated March 28, 2014.

1.2

Audited Consolidated Financial Statements for the fiscal year ended March 1, 2014, prepared in accordance withU.S. generally accepted accounting principles.

1.3

Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal yearended March 1, 2014.

23.1 Consent of Ernst & Young LLP.

31.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 Interactive Data File.

1Exhibit 1.1

BLACKBERRY LIMITED

2200 University Avenue East

Waterloo, Ontario

Canada

N2K 0A7

Annual Information Form

For the fiscal year ended

March 1, 2014

DATE: March 28, 2014 Table of Contents

2TABLE OF CONTENTSTable of Contents

CERTAIN INTERPRETATION MATTERS3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3

CORPORATE STRUCTURE5

THE COMPANY5

INTER-CORPORATE RELATIONSHIPS5

GENERAL DEVELOPMENT OF THE BUSINESS6

NARRATIVE DESCRIPTION OF THE BUSINESS9

INDUSTRY BACKGROUND9

SUCCESS FACTORS10

STRATEGY12

PRODUCTS AND SERVICES14

THIRD PARTY SOFTWARE DEVELOPERS16

INDUSTRY ASSOCIATIONS17

SALES, MARKETING AND DISTRIBUTION18

CUSTOMERS18

COMPETITION19

PRODUCT DESIGN, ENGINEERING AND RESEARCH & DEVELOPMENT20

INTELLECTUAL PROPERTY22

PRODUCTION23

REGULATORY MATTERS23

CORPORATE RESPONSIBILITY24

EMPLOYEES24

FACILITIES24

LEGAL PROCEEDINGS25

RISK FACTORS27

DIVIDEND POLICY AND RECORD53

DESCRIPTION OF CAPITAL STRUCTURE53

COMMON SHARES53

CLASS A COMMON SHARES53

PREFERRED SHARES54

CONVERTIBLE DEBENTURES54

MARKET FOR SECURITIES OF THE COMPANY58

DIRECTORS AND EXECUTIVE OFFICERS58

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS60

CONFLICTS OF INTEREST61

AUDIT AND RISK MANAGEMENT COMMITTEE61

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS62

TRANSFER AGENTS AND REGISTRARS62

MATERIAL CONTRACTS62

INTERESTS OF EXPERTS63

ADDITIONAL INFORMATION63

GLOSSARY63

APPENDIX A67

CHARTER OF THE AUDIT AND RISK MANAGEMENT COMMITTEE OF THE BOARD OF DIRECTORS67

3ANNUAL INFORMATION FORM

CERTAIN INTERPRETATION MATTERS

Unless the context otherwise requires, all references to the "Company" and "BlackBerry" include BlackBerry Limited

(formerly, Research In Motion Limited) and its subsidiaries. Certain industry and technical terms have the meanings specified

in the Glossary. All dollar references, unless otherwise noted, are in United States dollars.

BlackBerry®, BBM™, QNX® and related trademarks, names and logos are the property of BlackBerry Limited and are

registered and/or used in the United States and countries around the world. All other trademarks are the property of their

respective owners. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Information Form ("AIF") 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 the anticipated benefits of the strategic initiatives described

below, and the anticipated opportunities and challenges for the Company in fiscal 2015; • the Company's expectations with respect to the sufficiency of its financial resources;

• the Company's expectations regarding new product initiatives and their timing, including BlackBerry Enterprise

Service ("BES") 10, BES 12, BlackBerry 10 smartphones and services related to BlackBerry Messenger ("BBM"),

QNX software products and the QNX cloud-based machine to machine solution (the "QNX Cloud");

• the Company's plans and expectations regarding its existing and new service offerings, assumptions regarding its

service revenue model, and the anticipated levels of decline in service revenue in the coming quarters;

• anticipated demand for, and the Company's plans and expectations relating to, the Company's BlackBerry 7 and 10

smartphones, including programs to drive sell-through of these smartphones;

• the Company's ongoing efforts to streamline its operations and its expectations relating to the benefits of its Cost

Optimization and Resource Efficiency ("CORE") program and similar strategies;

• the Company's plans to continue implementation of a workforce reduction of approximately 4,500 positions; and

• the Company's plans and expectations regarding marketing and promotional programs.

The words "expect", "anticipate", "estimate", "may", "will", "should", "intend", "believe", "plan" and similar expressions are

intended to identify forward-looking statements. 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, including its ability to

implement meaningful changes to address its business challenges, the launch of products based on the BlackBerry 10 platform,

general economic conditions, product pricing levels and competitive intensity, supply constraints, and the Company's

expectations regarding the cash flow generation of its business and the sufficiency of its financial resources. 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 following factors, most of which are discussed in greater

detail in the "Risk Factors" section of this AIF:

• risks related to the Company's ability to implement and to realize the benefits of its strategic initiatives, including a

return to the Company's core strengths of enterprise and security, changes to the Company's Devices business,

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