BB BlackBerry Limited

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2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three and Nine Months Ended November 30, 2017 .

3.	Canadian Forms 52-109F2 - Certification of Interim Filings

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BlackBerry Limited

Incorporated under the Laws of Ontario

(United States dollars, in millions) (unaudited)

Consolidated Balance Sheets

	As at
	November 30, 2017				February 28, 2017
Assets
Current
Cash and cash equivalents	$	529			$	734
Short-term investments	1,894				644
Accounts receivable, net	164				200
Other receivables	33				27
Inventories	3				26
Income taxes receivable	22				31
Other current assets	36				55
	2,681				1,717
Long-term receivables	30				7
Long-term investments	55				269
Restricted cash and cash equivalents	45				51
Property, plant and equipment, net	68				91
Goodwill	567				559
Intangible assets, net	502				602
	$	3,948			$	3,296
Liabilities
Current
Accounts payable	$	63			$	128
Accrued liabilities	357				258
Income taxes payable	19				14
Deferred revenue	190				239
	629				639
Long-term debt	816				591
Deferred income tax liability	7				9
	1,452				1,239
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 - 536,307,360 voting common shares (February 28, 2017 - 530,497,193)	2,546				2,512
Deficit	(37		)		(438		)
Accumulated other comprehensive loss	(13		)		(17		)
	2,496				2,057
	$	3,948			$	3,296

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BlackBerry Limited

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

Consolidated Statements of Operations

 

	Three Months Ended								Nine Months Ended
	November 30, 2017				November 30, 2016				November 30, 2017				November 30, 2016
Revenue	$	226			$	289			$	699			$	1,023
Cost of sales
Cost of sales	58				94				206				432
Inventory write-down	—				2				—				146
	58				96				206				578
Gross margin	168				193				493				445
Operating expenses
Research and development	60				75				181				249
Selling, marketing and administration	118				141				337				411
Amortization	37				43				116				141
Impairment of goodwill	—				—				—				57
Impairment of long-lived assets	—				—				11				501
Loss on sale, disposal and abandonment of long-lived assets	2				46				6				170
Debentures fair value adjustment	77				2				225				40
Arbitration charges (awards)	132				—				(683		)		—
	426				307				193				1,569
Operating income (loss)	(258		)		(114		)		300				(1,124		)
Investment income (loss), net	(17		)		(4		)		120				(35		)
Income (loss) before income taxes	(275		)		(118		)		420				(1,159		)
Provision for (recovery of) income taxes	—				(1		)		5				—
Net income (loss)	$	(275	)		$	(117	)		$	415			$	(1,159	)
Earnings (loss) per share
Basic	$	(0.52	)		$	(0.22	)		$	0.78			$	(2.21	)
Diluted	$	(0.52	)		$	(0.22	)		$	0.76			$	(2.21	)

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BlackBerry Limited

(United States dollars, in millions) (unaudited)

Consolidated Statements of Comprehensive Income (Loss)

	Three Months Ended								Nine Months Ended
	November 30, 2017				November 30, 2016				November 30, 2017				November 30, 2016
Net income (loss)	$	(275	)		$	(117	)		$	415			$	(1,159	)
Other comprehensive income (loss)
Net change in unrealized losses on available-for-sale investments	—				(2		)		(3		)		(5		)
Net change in fair value of derivatives designated as cash flow hedges during the period, net of income taxes of nil for the three and nine months ended November 30, 2017 (three and nine months ended November 30, 2016 - income taxes of nil)	(2		)		(2		)		—				2
Amounts reclassified to net income (loss) during the period for derivatives designated as cash flow hedges, net of income taxes of nil for the three and nine months ended November 30, 2017 (three and nine months ended November 30, 2016 - income taxes of nil)	(1		)		—				(1		)		(2		)
Foreign currency translation adjustment	—				(3		)		9				(2		)
Actuarial losses associated with other post-employment benefit obligations	—				—				(1		)		—
Other comprehensive income (loss)	(3		)		(7		)		4				(7		)
Comprehensive income (loss)	$	(278	)		$	(124	)		$	419			$	(1,166	)

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BlackBerry Limited

(United States dollars, in millions) (unaudited)

Consolidated Statements of Cash Flows

 

	Nine Months Ended
	November 30, 2017				November 30, 2016
Cash flows from operating activities
Net income (loss)	$	415			$	(1,159	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization	138				182
Deferred income taxes	(3		)		32
Stock-based compensation	36				45
Impairment of goodwill	—				57
Impairment of long-lived assets	11				501
Loss on sale, disposal and abandonment of long-lived assets	6				170
Other-than-temporary impairment on cost-based investments	—				8
Debentures fair value adjustment	225				40
Long-term receivables	(23		)		—
Other	(3		)		6
Net changes in working capital items:
Accounts receivable, net	36				147
Other receivables	(6		)		10
Inventories	23				99
Income taxes receivable	4				1
Other current assets	17				31
Accounts payable	(65		)		(181		)
Income taxes payable	5				(29		)
Accrued liabilities	99				(84		)
Deferred revenue	(49		)		(118		)
Net cash provided by (used in) operating activities	866				(242		)
Cash flows from investing activities
Acquisition of long-term investments	(27		)		(429		)
Proceeds on sale or maturity of long-term investments	77				215
Acquisition of property, plant and equipment	(11		)		(14		)
Proceeds on sale of property, plant and equipment	3				4
Acquisition of intangible assets	(22		)		(28		)
Business acquisitions, net of cash acquired	—				(5		)
Acquisition of short-term investments	(2,715		)		(901		)
Proceeds on sale or maturity of short-term investments	1,626				1,985
Conversion of cost-based investment to equity securities	—				10
Net cash provided by (used in) investing activities	(1,069		)		837
Cash flows from financing activities
Issuance of common shares	7				5
Payment of contingent consideration from business acquisitions	—				(15		)
Common shares repurchased	(18		)		—
Effect of foreign exchange loss on restricted cash and cash equivalents	—				(3		)
Transfer from restricted cash and cash equivalents	6				2
Repurchase of 6% Debentures	—				(1,315		)
Issuance of 3.75% Debentures	—				605
Net cash used in financing activities	(5		)		(721		)
Effect of foreign exchange gain (loss) on cash and cash equivalents	3				(1		)
Net decrease in cash and cash equivalents during the period	(205		)		(127		)
Cash and cash equivalents, beginning of period	734				957
Cash and cash equivalents, end of period	$	529			$	830

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1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

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2.	CASH, CASH EQUIVALENTS AND INVESTMENTS

•	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.

	Cost Basis				Unrealized Gains				Unrealized Losses				Other-than- temporary Impairment				Fair Value				Cash and Cash Equivalents				Short-term Investments				Long-term Investments				Restricted Cash and Cash Equivalents
Bank balances	$	168			$	—			$	—			$	—			$	168			$	166			$	—			$	—			$	2
Other investments	35				—				—				—				35				—				—				35				—
	203				—				—				—				203				166				—				35				2
Level 1:
Equity securities	10				—				(8		)		—				2				—				2				—				—
Level 2:
Term deposits, certificates of deposits and GICs	371				—				—				—				371				4				324				—				43
Bankers’ acceptances/bearer deposit notes	234				—				—				—				234				138				96				—				—
Commercial paper	391				—				—				—				391				45				346				—				—
Non-U.S. promissory notes	245				—				—				—				245				115				130				—				—
Non-U.S. government sponsored enterprise notes	268				—				—				—				268				61				207				—				—
Non-U.S. treasury bills/notes	405				—				—				—				405				—				405				—				—
U.S. treasury bills/notes	385				—				(1		)		—				384				—				384				—				—
	2,299				—				(1		)		—				2,298				363				1,892				—				43
Level 3:
Corporate bonds	1				—				—				—				1				—				—				1				—
Auction rate securities	20				2				—				(3		)		19				—				—				19				—
	21				2				—				(3		)		20				—				—				20				—
	$	2,533			$	2			$	(9	)		$	(3	)		$	2,523			$	529			$	1,894			$	55			$	45

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BlackBerry Limited

Notes to the Consolidated Financial Statements

(In millions of United States dollars, except share and per share data, and except as otherwise indicated) (unaudited)

The components of cash, cash equivalents and investments by fair value level as at February 28, 2017 were as follows:

	Cost Basis				Unrealized Gains				Unrealized Losses				Other-than- temporary Impairment				Fair Value				Cash and Cash Equivalents				Short-term Investments				Long-term Investments				Restricted Cash and Cash Equivalents
Bank balances	$	218			$	—			$	—			$	—			$	218			$	216			$	—			$	—			$	2
Other investments	34				—				—				—				34				—				—				34				—
	252				—				—				—				252				216				—				34				2
Level 1:
Equity securities	10				—				(5		)		—				5				—				5				—				—
Level 2:
Term deposits, certificates of deposits and GICs	242				—				—				—				242				143				50				—				49
Bankers' acceptances	125				—				—				—				125				125				—				—				—
Commercial paper	274				—				—				—				274				212				62				—				—
Non-U.S. promissory notes	117				—				—				—				117				38				79				—				—
Non-U.S. government sponsored enterprise notes	49				—				—				—				49				—				49				—				—
Non-U.S. treasury bills/notes	300				—				—				—				300				—				300				—				—
U.S. treasury bills/notes	315				—				(1		)		—				314				—				99				215				—
	1,422				—				(1		)		—				1,421				518				639				215				49
Level 3:
Corporate notes/bonds	1				—				—				—				1				—				—				1				—
Auction rate securities	20				2				—				(3		)		19				—				—				19				—
	21				2				—				(3		)		20				—				—				20				—
	$	1,705			$	2			$	(6	)		$	(3	)		$	1,698			$	734			$	644			$	269			$	51

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BlackBerry Limited

Notes to the Consolidated Financial Statements

(In millions of United States dollars, except share and per share data, and except as otherwise indicated) (unaudited)

The contractual maturities of available-for-sale investments as at November 30, 2017 and February 28, 2017 were as follows:

	As at
	November 30, 2017								February 28, 2017
	Cost Basis				Fair Value				Cost Basis				Fair Value
Due in one year or less	$	2,299			$	2,298			$	1,206			$	1,206
Due in one to five years	1				1				217				216
Due after five years	17				19				17				19
No fixed maturity	10				2				10				5
	$	2,327			$	2,320			$	1,450			$	1,446

	Three Months Ended								Nine Months Ended
	November 30, 2017				November 30, 2016				November 30, 2017				November 30, 2016
Balance, beginning of period	$	20			$	20			$	20			$	21
Principal repayments	—				—				—				(1		)
Balance, end of period	$	20			$	20			$	20			$	20

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4.	DERIVATIVE FINANCIAL INSTRUMENTS

	As at November 30, 2017
	Balance Sheet Location		Fair Value of Derivatives Designated as Cash Flow Hedges				Fair Value of Derivatives Not Subject to Hedge Accounting				Total Estimated Fair Value				Notional Amount
Derivative Assets (1) :
Currency forward contracts	Other current assets		$	—			$	1			$	1			$	74
Currency option contracts	Other current assets		1				—				1				34
Total			$	1			$	1			$	2			$	108
Derivative Liabilities (1) :
Currency forward contracts	Accrued liabilities		$	—			$	(1	)		$	(1	)		$	81
Currency option contracts	Accrued liabilities		(2		)		—				(2		)		52
Total			$	(2	)		$	(1	)		$	(3	)		$	133

	As at February 28, 2017
	Balance Sheet Location		Fair Value of Derivatives Designated as Cash Flow Hedges				Fair Value of Derivatives Not Subject to Hedge Accounting				Total Estimated Fair Value				Notional Amount
Derivative Assets (1) :
Currency forward contracts	Other current assets		$	—			$	1			$	1			$	89
Currency option contracts	Other current assets		1				—				1				37
Total			$	1			$	1			$	2			$	126
Derivative Liabilities (1) :
Currency forward contracts	Accrued liabilities		$	—			$	(1	)		$	(1	)		$	28
Currency option contracts	Accrued liabilities		(1		)		—				(1		)		38
Total			$	(1	)		$	(1	)		$	(2	)		$	66

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	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative Instruments (Effective Portion)				Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)		Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
							Three Months Ended November 30, 2017				Nine Months Ended November 30, 2017
Currency forward contracts	$	—			Selling, marketing and administration		$	—			$	—
Currency option contracts	(1		)		Selling, marketing and administration		1				1
Total	$	(1	)				$	1			$	1

	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative Instruments (Effective Portion)				Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)		Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
							Three Months Ended November 30, 2016				Nine Months Ended November 30, 2016
Currency forward contracts	$	—			Selling, marketing and administration		$	—			$	(1	)
Currency option contracts	(1		)		Selling, marketing and administration		—				3
Total	$	(1	)				$	—			$	2

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			Amount of Gain (Loss) in Income on Derivative Instruments
			Three Months Ended								Nine Months Ended
	Location of Gain (Loss) Recognized in Income on Derivative Instruments		November 30, 2017				November 30, 2016				November 30, 2017				November 30, 2016
Currency forward contracts	Selling, marketing and administration		$	1			$	5			$	(7	)		$	(1	)
Total			$	1			$	5			$	(7	)		$	(1	)

5.	CONSOLIDATED BALANCE SHEETS DETAILS

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Inventories

Inventories comprised the following:

	As at
	November 30, 2017				February 28, 2017
Raw materials	$	—			$	4
Work in process	—				1
Finished goods	3				21
	$	3			$	26

	As at
	November 30, 2017				February 28, 2017
Cost
Buildings, leasehold improvements and other	$	89			$	101
BlackBerry operations and other information technology	1,008				1,070
Repair and research and development equipment	78				87
Furniture and fixtures	13				15
	1,188				1,273
Accumulated amortization	1,120				1,182
Net book value	$	68			$	91

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BlackBerry Limited

Notes to the Consolidated Financial Statements

(In millions of United States dollars, except share and per share data, and except as otherwise indicated) (unaudited)

Intangible assets, net

Intangible assets comprised the following:

	As at November 30, 2017
	Cost				Accumulated Amortization				Net Book Value
Acquired technology	$	680			$	496			$	184
Intellectual property	407				204				203
Other acquired intangibles	197				82				115
	$	1,284			$	782			$	502
	As at February 28, 2017
	Cost				Accumulated Amortization				Net Book Value
Acquired technology	$	676			$	446			$	230
Intellectual property	418				184				234
Other acquired intangibles	197				59				138
	$	1,291			$	689			$	602

	As at
	November 30, 2017		February 28, 2017
Acquired technology	3.4 years		3.4 years
Intellectual property	7.4 years		8.5 years
Other acquired intangibles	4.6 years		5.0 years

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Goodwill

Changes to the carrying amount of goodwill were as follows:

	Carrying Amount
Carrying amount as at February 28, 2017	$	559
Effect of foreign exchange on non-U.S. dollar denominated goodwill	8
Carrying amount as at November 30, 2017	$	567

Long-term receivables

The Company’s long-term receivables comprised the following:

	As at
	November 30, 2017				February 28, 2017
Mortgage receivable	$	7			$	7
Long-term intellectual property licensing receivable	23				—
	$	30			$	7

	As at
	November 30, 2017				February 28, 2017
Warranty	$	2			$	8
Accrued royalties	15				43
Resource Alignment Program liability	30				36
Variable incentive accrual	33				29
Nokia arbitration decision	149				—
Other	128				142
	$	357			$	258

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7.	RESTRUCTURING AND INTEGRATION

Resource Alignment Program

In fiscal 2016, the Company commenced the RAP for its device software, hardware and applications business with the objectives of reallocating Company resources to capitalize on growth opportunities, providing the operational ability to better leverage contract research and development services relating to its handheld devices, and reaching sustainable profitability. Other charges and cash costs may occur as programs are implemented or changes are completed.

The following table sets forth the activity in the Company’s RAP liability for the nine months ended November 30, 2017 :

	Employee Termination Benefits				Facilities Costs				Other Charges (1)				Total
Balance as at February 28, 2017	$	9			$	27			$	—			$	36
Charges incurred	11				9				24				44
Cash payments made	(17		)		(9		)		(24		)		(50		)
Balance as at November 30, 2017	$	3			$	27			$	—			$	30

		Three Months Ended								Nine Months Ended
		November 30, 2017				November 30, 2016				November 30, 2017				November 30, 2016
Cost of sales		$	2			$	5			$	8			$	19
Research and development		1				(1		)		5				1
Selling, marketing and administration		17				19				39				49
Total RAP charges		$	20			$	23			$	52			$	69

8.	INCOME TAXES

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9.	LONG-TERM DEBT

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10.	CAPITAL STOCK

	Capital Stock and Additional Paid-in Capital
	Stock Outstanding (000’s)			Amount
Common shares outstanding as at February 28, 2017	530,497			$	2,512
Stock-based compensation	—			36
Exercise of stock options	475			3
Common shares issued for restricted share units (“RSUs”) settlements	6,892			—
Common shares issued for employee share purchase plan	435			4
Share repurchase	(1,992	)		(9		)
Common shares outstanding as at November 30, 2017	536,307			$	2,546

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11.	EARNINGS (LOSS) PER SHARE

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

	Three Months Ended								Nine Months Ended
	November 30, 2017				November 30, 2016				November 30, 2017				November 30, 2016
Net income (loss) for basic earnings (loss) per share available to common shareholders	$	(275	)		$	(117	)		$	415			$	(1,159	)
Less: Debentures fair value adjustment (1)	—				—				—				—
Add: Interest expense on Debentures (1)	—				—				—				—
Net income (loss) for diluted earnings (loss) per share available to common shareholders	$	(275	)		$	(117	)		$	415			$	(1,159	)
Weighted average number of shares outstanding (000’s) - basic	532,496				526,102				531,651				523,601
Effect of dilutive securities (000’s) (2)(3)
Stock-based compensation (2)(3)	—				—				16,863				—
Conversion of Debentures (2)(3)	—				—				—				—
Weighted average number of shares and assumed conversions (000’s) - diluted	532,496				526,102				548,514				523,601
Earnings (loss) per share - reported
Basic	$	(0.52	)		$	(0.22	)		$	0.78			$	(2.21	)
Diluted	$	(0.52	)		$	(0.22	)		$	0.76			$	(2.21	)

12.	ACCUMULATED OTHER COMPREHENSIVE LOSS

		Foreign Currency Cumulative Translation Adjustment				Accumulated Net Unrealized Gains (Losses) on Cash Flow Hedges				Other Post-Employment Benefit Obligations				Accumulated Net Unrealized Losses on Available-for-Sale Investments				Total
AOCI as at February 28, 2017		$	(13	)		$	—			$	—			$	(4	)		$	(17	)
Other comprehensive income (loss) before reclassifications		9				—				(1		)		(3		)		5
Amounts reclassified from AOCI into income		—				(1		)		—				—				(1		)
Other comprehensive loss for the period		9				(1		)		(1		)		(3		)		4
AOCI as at November 30, 2017		$	(4	)		$	(1	)		$	(1	)		$	(7	)		$	(13	)

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13.	COMMITMENTS AND CONTINGENCIES

(a)	Letters of credit

(b)	Qualcomm arbitration award

(d)	Contingencies

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(e)	Concentrations in certain areas of the Company’s business

(f)	Indemnifications

14.	SEGMENT DISCLOSURES

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BlackBerry Limited

Notes to the Consolidated Financial Statements

(In millions of United States dollars, except share and per share data, and except as otherwise indicated) (unaudited)

Revenues classified by major geographic regions in which the Company’s customers are located, was as follows:

	Three Months Ended								Nine Months Ended
	November 30, 2017				November 30, 2016				November 30, 2017				November 30, 2016
North America (1)	$	133			$	146			$	393			$	493
Europe, Middle East and Africa	69				99				215				377
Latin America	3				7				11				30
Asia Pacific	21				37				80				123
Total	$	226			$	289			$	699			$	1,023
North America	58.8		%		50.5		%		56.2		%		48.2		%
Europe, Middle East and Africa	30.5		%		34.3		%		30.8		%		36.9		%
Latin America	1.3		%		2.4		%		1.6		%		2.9		%
Asia Pacific	9.3		%		12.8		%		11.4		%		12.0		%
Total	100.0		%		100.0		%		100.0		%		100.0		%

	Three Months Ended								Nine Months Ended
	November 30, 2017				November 30, 2016				November 30, 2017				November 30, 2016
Enterprise software and services	$	97			$	87			$	280			$	254
BlackBerry Technology Solutions	43				43				117				115
Licensing, IP and other	50				30				138				71
Handheld devices	9				62				62				319
SAF	27				67				102				264
Total	$	226			$	289			$	699			$	1,023

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BlackBerry Limited

Notes to the Consolidated Financial Statements

(In millions of United States dollars, except share and per share data, and except as otherwise indicated) (unaudited)

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

	As at
	November 30, 2017								February 28, 2017
	Property, Plant and Equipment, Intangible Assets and Goodwill				Total Assets				Property, Plant and Equipment, Intangible Assets and Goodwill				Total Assets
Canada	$	264			$	493			$	312			$	526
United States	787				3,192				871				2,490
Other	86				263				69				280
	$	1,137			$	3,948			$	1,252			$	3,296

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•	the Company’s plans, strategies and objectives, including the anticipated benefits of its strategic initiatives;

•	the Company’s expectations regarding anticipated demand for, and the timing of, product and service offerings;

•	the Company’s expectations regarding its free cash flow, and adjusted earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for fiscal 2018;

•	the Company’s expectations regarding the generation of software and services revenues;

•	the Company’s expectations regarding the growth in enterprise software and services, BTS, and licensing, IP and other adjusted revenues for fiscal 2018;

•	the Company’s expectations regarding its non-GAAP total revenue and IP revenue for fiscal 2018;

•	the Company’s expectations regarding its enterprise software and services billings growth for the fourth quarter of fiscal 2018;

•	the Company’s anticipated level of decline in service access fees revenue in the fourth quarter of fiscal 2018;

•	the Company’s expectations regarding non-GAAP consolidated gross margin in fiscal 2018;

•	the Company’s expectations regarding operating expenses in the fourth quarter of fiscal 2018;

•	the Company’s expectations regarding its non-GAAP earnings per share in fiscal 2018;

•	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;

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•	the Company’s ability to enhance, develop, introduce or monetize products and services for the enterprise market in a timely manner with competitive pricing, features and performance;

•	the Company’s ability to maintain or expand its customer base for its software and services offerings to grow revenue, achieve sustained profitability or offset the decline in the Company’s service access fees;

•	the intense competition faced by the Company;

•	risks related to the Company’s ability to attract new personnel, retain existing key personnel and manage its staffing effectively;

•	the Company’s dependence on its relationships with resellers and distributors;

•	the occurrence or perception of a breach of the Company’s security measures, or an inappropriate disclosure of confidential or personal information;

•	the risk that sales to large enterprise customers and to customers in highly regulated industries and governmental entities can be highly competitive and require compliance with stringent regulation;

•	risks related to the Company’s products and services being dependent upon the interoperability with rapidly changing systems provided by third parties;

•	the Company’s ability to successfully generate revenue and profitability through the licensing of security software and services or the BlackBerry brand to device manufacturers;

•	the risk that network disruptions or other business interruptions could have a material adverse effect on the Company’s business and harm its reputation;

•	risks related to acquisitions, divestitures, investments and other business initiatives, which may negatively affect the Company’s results of operations; and

•	the risk of litigation against the Company resulting in adverse outcomes.

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•

Enterprise software and services, which provides mobile-first security, productivity, collaboration and end-point management solutions for the Enterprise of Things through the BlackBerry Secure platform, which integrates BlackBerry Unified Endpoint Manager (“UEM”, formerly BES12), BlackBerry Dynamics (formerly Good Dynamics) and BlackBerry Workspaces (formerly WatchDox), among other products and applications;

•	BlackBerry Technology Solutions, which includes BlackBerry QNX, Certicom, Paratek, BlackBerry Radar and Intellectual Property and Licensing (the Company’s technology licensing business);

•	AtHoc, which provides secure, networked crisis communications solutions;

•	Secusmart, which provides secure voice and text messaging solutions with advanced encryption and anti-eavesdropping capabilities;

•	Licensing and services related to BlackBerry Messenger (BBM), including BBM Enterprise and the BBM Enterprise SDK for the Communications Platform as a Service market; and

•	Professional Cybersecurity Services, which offers cybersecurity consulting services and tools.

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•	Partnered with TCL Communication (“TCL”) and BB Merah Putih to introduce the BlackBerry-branded KEYone, Motion, and Aurora smartphones, offering the most secure Android smartphone experience;

•	Launched QNX Hypervisor 2.0, a real-time Type 1 hypervisor solution that enables automotive platform developers to partition and isolate safety-critical environments from non-safety critical environments;

•	Named a Leader in the Gartner, Inc. June 2017 Magic Quadrant for Enterprise Mobility Management Suites and received the highest score for all six use cases in the Gartner, Inc. Critical Capabilities for High-Security Mobility Management report for the second year in a row;

•	Received the highest score in two use cases in the Gartner, Inc. Critical Capabilities for Content Collaboration Platforms report;

•	Became the only vendor recognized by Gartner, Inc. in all eight categories of their Market Guide for Information-Centric Endpoint and Mobile Protection with a single platform offering;

•	Ranked as a leader in the Forrester Wave: EMM report by Forrester, for the third consecutive year;

•	Delivered day zero support for the BlackBerry Enterprise Mobility Suite under the iOS 11 mobile operating system, ensuring that all the essential BlackBerry apps companies rely on to secure the work of their iOS users were updated and available for immediate download upon launch of iOS 11;

•

Expanded its distribution channels through a new initiative with Allied World Assurance Company Holdings, AG, whereby Allied World will provide its cyber policyholders with direct access to the Company’s cybersecurity expertise through the BlackBerry SHIELD online self-assessment tool that will identify areas of weakness, after which the Company will work to improve the policyholders’ security posture by providing its cybersecurity products and services;

•	Launched AtHoc Account, a FedRAMP-authorized solution that automates personnel accountability and crisis communication processes by providing safety and availability status updates of people before, during and after a critical event;

•	Expanded NIAP-Certified SecuSUITE for Government availability to include the Canadian and U.S. governments;

•	Announced that FedEx has chosen BlackBerry Radar for its Custom Critical service in North America;

•	Entered into a reselling partnership with Fleet Complete for BlackBerry Radar, which will significantly improve and simplify operational matrices for fleet and logistics managers;

•	Added six new Gold-level partners to the BlackBerry Enterprise Partner Program in India, furthering the company's commitment to establishing and growing its global ecosystem of enterprise software partners and developers;

•	Introduced new cybersecurity consulting services aimed at enabling enterprise General Data Protection Regulation compliance and mitigating security risks in connected automobiles that threaten personal and public safety;

•	Signed its first white label licensing deal with Yangzhou New Telecom Science and Technology Company Ltd. (NTD), under which handsets developed by NTD and branded by OEMs, carriers and local smartphone brands will use BlackBerry’s device software and be marketed as “BlackBerry Secure”;

•	Captured design wins with ten automotive suppliers in the quarter, including top Tier 1 vendors;

•	Announced a commercial partnership agreement with Delphi Automotive PLC to provide the operating system for its autonomous driving system; and

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•	After the quarter closed, announced that, in partnership with Denso, the Company has developed the world’s first integrated Human Machine Interface platform for automobiles.

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•	the Q3 Fiscal 2018 Debentures Fair Value Adjustment (as defined below under “ Third Quarter Fiscal 2018 Summary Results of Operations – Financial Highlights – Debentures Fair Value Adjustment”) of approximately $77 million ;

•	operating expenses related to the Nokia arbitration decision of $132 million ;

•	interest expense related to the Nokia arbitration decision of $17 million ;

•	Resource Allocation Program (“RAP”) charges consisting of amounts associated with employee termination benefits, facilities, and certain other costs of approximately $20 million ;

•	software deferred revenue acquired but not recognized due to business combination accounting rules of approximately $9 million ;

•	stock compensation expense of approximately $12 million ;

•	amortization of intangible assets acquired through business combinations of approximately $23 million ; and

•	business acquisition and integration costs resulting from business combinations of approximately $1 million .

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Q3 Fiscal 2018 Non-GAAP Adjustments			For the Three Months Ended November 30, 2017 (in millions, except for per share amounts)
	Income statement location		Revenue				Gross margin (before taxes)				Gross margin % (before taxes)			Income (loss) before income taxes				Net income (loss)				Basic earnings (loss) per share
As reported			$	226			$	168			74.3	%		$	(275	)		$	(275	)		$	(0.52	)
Debentures fair value adjustment (1)	Debentures fair value adjustment		—				—				—	%		77				77
RAP charges (2)	Cost of sales		—				2				0.9	%		2				2
RAP charges (2)	Research and development		—				—				—	%		1				1
RAP charges (2)	Selling, marketing and administration		—				—				—	%		17				17
Software deferred revenue acquired (3)	Revenue		9				9				1.0	%		9				9
Stock compensation expense	Cost of sales		—				1				0.4	%		1				1
Stock compensation expense	Research and development		—				—				—	%		3				3
Stock compensation expense	Selling, marketing and administration		—				—				—	%		8				8
Acquired intangibles amortization	Amortization		—				—				—	%		23				23
Business acquisition and integration costs	Selling, marketing and administration		—				—				—	%		1				1
Nokia arbitration charge	Arbitration charges (awards)		—				—				—	%		132				132
Nokia arbitration charge	Investment income (loss), net		—				—				—	%		17				17
Adjusted			$	235			$	180			76.6	%		$	16			$	16			$	0.03

(1)	See “ Third Quarter Fiscal 2018 Summary Results of Operations – Financial Highlights - Debentures Fair Value Adjustment ”.

(2)	See “ Third Quarter Fiscal 2018 Summary Results of Operations – Financial Highlights - RAP ”.

(3)	Included in enterprise software and services revenue.

•	net arbitration awards related to the Qualcomm and Nokia arbitrations of $683 million ;

•	net interest income related to the Qualcomm and Nokia arbitrations of $122 million ;

•	a long-lived asset impairment charge (the “ Fiscal 2018 LLA Impairment Charge ”) recognized in the second quarter, when the carrying value exceeded the fair value of an asset group of $11 million ;

•	selective patent abandonment of $3 million ;

•	the Fiscal 2018 Debentures Fair Value Adjustment (as defined below under “ Third Quarter Fiscal 2018 Summary Results of Operations – Financial Highlights – Debentures Fair Value Adjustment”) of approximately $225 million ;

•	RAP charges consisting of amounts associated with employee termination benefits, facilities, and certain other costs of approximately $52 million ;

•	software deferred revenue acquired but not recognized due to business combination accounting rules of approximately $29 million ;

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•	stock compensation expense of approximately $36 million ;

•	amortization of intangible assets acquired through business combinations of approximately $72 million ; and

•	business acquisition and integration costs incurred through business combinations of approximately $13 million .

Fiscal 2018 Non-GAAP Adjustments			For the Nine Months Ended November 30, 2017 (in millions, except for per share amounts)
	Income statement location		Revenue				Gross margin (before taxes)				Gross margin % (before taxes)			Income (loss) before income taxes				Net income (loss)				Basic earnings (loss) per share
As reported			$	699			$	493			70.5	%		$	420			$	415			$	0.78
Debentures fair value adjustment (1)	Debentures fair value adjustment		—				—				—	%		225				225
LLA impairment charge	Impairment of long-lived assets		—				—				—	%		11				11
Patent abandonment	Loss on sale, disposal and abandonment of long-lived assets		—				—				—	%		3				3
RAP charges (2)	Cost of sales		—				8				1.2	%		8				8
RAP charges (2)	Research and development		—				—				—	%		5				5
RAP charges (2)	Selling, marketing and administration		—				—				—	%		39				39
Software deferred revenue acquired (3)	Revenue		29				29				1.1	%		29				29
Stock compensation expense	Cost of sales		—				3				0.4	%		3				3
Stock compensation expense	Research and development		—				—				—	%		9				9
Stock compensation expense	Selling, marketing and administration		—				—				—	%		24				24
Acquired intangibles amortization	Amortization		—				—				—	%		72				72
Business acquisition and integration costs	Selling, marketing and administration		—				—				—	%		13				13
Arbitration awards, net (4)	Arbitration charges (awards)		—				—				—	%		(683		)		(683		)
Arbitration awards. net (4)	Investment income (loss), net		—				—				—	%		(122		)		(122		)
Adjusted			$	728			$	533			73.2	%		$	56			$	51			$	0.10

(1)	See “ Third Quarter Fiscal 2018 Summary Results of Operations – Financial Highlights - Debentures Fair Value Adjustment ”.

(2)	See “ Third Quarter Fiscal 2018 Summary Results of Operations – Financial Highlights - RAP ”.

(3)	Included in enterprise software and services revenue.

(4)	See “ Business Overview - Qualcomm Arbitration Award ” and “ Business Overview - Nokia Arbitration Decision ”

•	the write-down related to assets held for sale to fair value less costs to sell of approximately $42 million ;

•	a fair value adjustment (the “ Q3 Fiscal 2017 Debentures Fair Value Adjustment ”) associated with the Company’s 3.75% convertible debentures (the “3.75% Debentures”) of approximately $2 million ;

•	selective patent abandonment of approximately $1 million ;

•	RAP charges of approximately $23 million ;

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•	Cost Optimization and Resource Efficiency (“CORE”) program recoveries of approximately $2 million ;

•	software deferred revenue acquired but not recognized due to business combination accounting rules of approximately $12 million ;

•	stock compensation expense of approximately $15 million ;

•	amortization of intangible assets acquired through business combinations of approximately $28 million ; and

•	business acquisition and integration costs incurred through business combinations of approximately $5 million .

•	a long-lived asset impairment charge (the “ Fiscal 2017 LLA Impairment Charge ”), recognized when the carrying value exceeds the fair value of an asset group of $501 million ;

•	the write-down related to assets held for sale to fair value less costs to sell of approximately $165 million ;

•	selective patent abandonment of approximately $4 million ;

•	an impairment charge associated with the fair value of goodwill (the “Goodwill Impairment Charge”), recognized when the carrying amount of a reporting unit exceeds its fair value of $57 million ;

•	the write-down of inventory in the amount of $137 million relating to certain BlackBerry 10 hardware;

•	a fair value adjustment associated with the Company’s previously issued $1.25 billion 6% convertible debentures (the “6% Debentures”), and 3.75% Debentures, collectively (the “Debentures”) of approximately $40 million ;

•	RAP charges of approximately $69 million ;

•	CORE program recoveries of approximately $7 million ;

•	software deferred revenue acquired but not recognized due to business combination accounting rules of approximately $54 million ;

•	stock compensation expense of approximately $45 million ;

•	amortization of intangible assets acquired through business combinations of approximately $84 million ; and

•	business acquisition and integration costs incurred through business combinations of approximately $16 million .

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BlackBerry Limited

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

A reconciliation from the most directly comparable U.S. GAAP measures to these non-GAAP financial measures for the three and nine months ended November 30, 2016 was included in the Company’s press release, dated December 20, 2016 , and is reflected in the table below.

		For the Three Months Ended November 30, 2016 (in millions)																For the Nine Months Ended November 30, 2016 (in millions)
	Income statement location		Revenue			Gross margin (before taxes)				Income (loss) before income taxes				Net income (loss)				Revenue			Gross margin (before taxes)				Income (loss) before income taxes				Net income (loss)
As reported			$	289		$	193			$	(118	)		$	(117	)		$	1,023		$	445			$	(1,159	)		$	(1,159	)
LLA Impairment Charge	Impairment of long-lived assets		—			—				—				—				—			—				501				501
Write-down of assets held for sale	Loss on sale, disposal and abandonment of long-lived assets		—			—				42				42				—			—				165				165
Patent abandonment	Loss on sale, disposal and abandonment of long-lived assets		—			—				1				1				—			—				4				4
Goodwill Impairment Charge	Impairment of goodwill		—			—				—				—				—			—				57				57
Inventory write-down	Cost of sales		—			—				—				—				—			137				137				137
Debentures fair value adjustment	Debentures fair value adjustment		—			—				2				2				—							40				40
RAP charges	Cost of sales		—			5				5				5				—			19				19				19
RAP charges	Research and development		—			—				(1		)		(1		)		—			—				1				1
RAP charges	Selling, marketing and administration		—			—				19				19				—			—				49				49
CORE program recovery	Selling, marketing and administration		—			—				(2		)		(2		)		—			—				(7		)		(7		)
Software deferred revenue acquired (1)	Revenue		12			12				12				12				54			54				54				54
Stock compensation expense	Research and development		—			—				4				4				—			—				12				12
Stock compensation expense	Selling, marketing and administration		—			—				11				11				—			—				33				33
Acquired intangibles amortization	Amortization		—			—				28				28				—			—				84				84
Business acquisition and integration costs	Selling, marketing and administration		—			—				5				5				—			—				16				16
Adjusted			$	301		$	210			$	8			$	9			$	1,077		$	655			$	6			$	6

(1)	Included in enterprise software and services revenue

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BlackBerry Limited

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

The Company also reported adjusted EBITDA and adjusted EBITDA margin, as presented in the tables below, for the three and nine months ended November 30, 2017 of $35 million and 15% , and $124 million and 17% , respectively. These are non-GAAP financial measures that do not have any standardized meaning as prescribed by U.S. GAAP and are therefore unlikely to be comparable to similar measures presented by other companies.

		For the Three Months Ended November 30, 2017 (in millions)				For the Nine Months Ended November 30, 2017 (in millions)
Operating income (loss)		$	(258	)		$	300
Non-GAAP adjustments to operating income
Debentures fair value adjustment		77				225
LLA impairment		—				11
Patent abandonment		—				3
RAP charges		20				52
Software deferred revenue acquired		9				29
Stock compensation expense		12				36
Acquired intangibles amortization		23				72
Business acquisition and integration costs		1				13
Arbitration charges (awards)		132				(683		)
Total non-GAAP adjustments to operating income (loss)		274				(242		)
Non-GAAP operating income		16				58
Amortization		42				138
Acquired intangibles amortization		(23		)		(72		)
Adjusted EBITDA		$	35			$	124
Adjusted revenues (per above)		235				728
Adjusted EBITDA margin		15%				17%

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BlackBerry Limited

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

Adjusted EBITDA and adjusted EBITDA margin for the three and nine months ended November 30, 2016 are reflected in the table below:

		For the Three Months Ended November 30, 2016 (in millions)				For the Nine Months Ended November 30, 2016 (in millions)
Operating loss		$	(114	)		$	(1,124	)
Non-GAAP adjustments to operating loss
LLA impairment		—				501
Write-down of assets held for sale		42				165
Patent abandonment		1				4
Goodwill impairment		—				57
Inventory write-down		—				137
Debentures fair value adjustment		2				40
RAP charges		23				69
CORE program recoveries		(2		)		(7		)
Software deferred revenue acquired		12				54
Stock compensation expense		15				45
Acquired intangibles amortization		28				84
Business acquisition and integration costs		5				16
Total non-GAAP adjustments to operating loss		126				1,165
Non-GAAP operating income		12				41
Amortization		53				182
Acquired intangibles amortization		(28		)		(84		)
Adjusted EBITDA		$	37			$	139
Adjusted revenue (per above)		301				1,077
Adjusted EBITDA margin		12%				13%

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	For the Three Months Ended (in millions, except for share and per share amounts)
	November 30, 2017							November 30, 2016							Change
Revenue (1)(2)	$	226			100.0	%		$	289			100.0	%		$	(63	)
Gross margin (1)(2)	168				74.3	%		193				66.8	%		(25		)
Operating expenses (1)(2)	426				188.5	%		307				106.2	%		119
Income (loss) before income taxes	(275		)		(121.7	%)		(118		)		(40.8	%)		(157		)
Provision for (recovery of) income taxes	—				—	%		(1		)		(0.3	%)		1
Net income (loss)	$	(275	)		(121.7	%)		$	(117	)		(40.5	%)		$	(158	)
Earnings (loss) per share - reported
Basic	$	(0.52	)					$	(0.22	)					$	(0.30	)
Diluted (3)	$	(0.52	)					$	(0.22	)					$	(0.30	)
Weighted-average number of shares outstanding (000’s)
Basic	532,496							526,102
Diluted (3)	532,496							526,102

(1)	See “ Non-GAAP Financial Measures ” for the impact of the Q3 Fiscal 2018 Non-GAAP Adjustments on adjusted revenue, adjusted gross margin and adjusted operating expenses in the third quarter of fiscal 2018 .

(2)	See “ Non-GAAP Financial Measures ” for the impact of the Q3 Fiscal 2017 Non-GAAP Adjustments on adjusted revenue, adjusted gross margin and adjusted operating expenses in the third quarter of fiscal 2017 .

(3)	Diluted loss per share on a U.S. GAAP basis for the third quarter of fiscal 2017 does not include the dilutive effect of the 3.75% Debentures as it would be anti-dilutive. See Note 11 to the Consolidated Financial Statements for the Company’s calculation of diluted loss per share.

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	For the Three Months Ended (in millions)
	November 30, 2017							November 30, 2016							Change
Revenue by Geography
North America	$	133			58.8	%		$	146			50.5	%		$	(13	)		(8.9	)%
Europe, Middle East and Africa	69				30.5	%		99				34.3	%		(30		)		(30.3	)%
Latin America	3				1.3	%		7				2.4	%		(4		)		(57.1	)%
Asia Pacific	21				9.3	%		37				12.8	%		(16		)		(43.2	)%
	$	226			100.0	%		$	289			100.0	%		$	(63	)		(21.8	)%

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	For the Three Months Ended (in millions)
	November 30, 2017							November 30, 2016							Change
Revenue by Product and Service
Enterprise software and services (1)(2)	$	106			45.1	%		$	99			32.9	%		$	7			7.1	%
BTS	43				18.3	%		$	43			14.3	%		—				—	%
Licensing, IP and other	50				21.3	%		30				10.0	%		20				66.7	%
Handheld devices	9				3.8	%		62				20.6	%		(53		)		(85.5	)%
SAF	27				11.5	%		67				22.2	%		(40		)		(59.7	)%
	$	235			100.0	%		$	301			100.0	%		$	(66	)		(21.9	)%

(1)	See “ Non-GAAP Financial Measures ” for the relevant Q3 Fiscal 2018 Non-GAAP Adjustments made to enterprise software and services revenue.

(2)	See “ Non-GAAP Financial Measures ” for the relevant Q3 Fiscal 2017 Non-GAAP Adjustments made to enterprise software and services revenue.

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BlackBerry Limited

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

Operating Expenses

The table below presents a comparison of research and development, selling, marketing and administration, and amortization expense for the quarter ended November 30, 2017 , compared to the quarter ended August 31, 2017 and the quarter ended November 30, 2016 . The Company believes it is meaningful to also provide a comparison between the third quarter of fiscal 2018 and the second quarter of fiscal 2018 given that the Company’s quarterly operating results vary substantially.

	For the Three Months Ended (in millions)
	November 30, 2017							August 31, 2017							November 30, 2016
					% of Revenue							% of Revenue							% of Revenue
Revenue	$	226						$	238						$	289
Operating expenses
Research and development (1)(2)(3)	$	60			26.5	%		$	60			25.2	%		$	75			26.0	%
Selling, marketing and administration (1)(2)(3)	118				52.2	%		110				46.2	%		141				48.8	%
Amortization  (1)(2)(3)	37				16.4	%		39				16.4	%		43				14.9	%
Impairment of long-lived assets (3)	—				—	%		11				4.6	%		—				—	%
Loss on sale, disposal and abandonment of long-lived assets (1)(2)(3)	2				0.9	%		3				1.3	%		46				15.9	%
Debentures fair value adjustment  (1)(2)(3)	77				34.1	%		(70		)		(29.4	)%		2				0.7	%
Arbitration charges (1)	132				58.4	%		—				—	%		—				—	%
Total	$	426			188.5	%		$	153			64.3	%		$	307			106.3	%

(1)	See “ Non-GAAP Financial Measures ” for the impact of the Q3 Fiscal 2018 Non-GAAP Adjustments on adjusted operating expenditures in the third quarter of fiscal 2018 .

(2)	See “ Non-GAAP Financial Measures ” for the impact of the Q3 Fiscal 2017 Non-GAAP Adjustments on adjusted operating expenditures in the third quarter of fiscal 2017 .

(3)

In the second quarter of fiscal 2018 , the Company recognized non-cash income associated with a change in the fair value of the 3.75% Debentures of approximately $70 million (the “ Q2 Fiscal 2018 Debentures Fair Value Adjustment ”), a long-lived asset impairment charge of $11 million , selective patent abandonment of $2 million , RAP charges of approximately $1 million and $12 million in research and development and selling, marketing and administration expenses, respectively, stock compensation expense of $3 million and $8 million in research and development and selling, marketing and administration expenses, respectively, acquired intangibles amortization of $24 million , and $1 million in business acquisition and integration costs in selling, marketing and administration expenses (collectively the “ Q2 Fiscal 2018 Non-GAAP Adjustments ”).

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	For the Three Months Ended (in millions)
	Included in Amortization												Included in Cost of Sales
	November 30, 2017				November 30, 2016				Change				November 30, 2017				November 30, 2016				Change
Property, plant and equipment	$	3			$	6			$	(3	)		$	5			$	10			$	(5	)
Intangible assets	34				37				(3		)		—				—				—
Total	$	37			$	43			$	(6	)		$	5			$	10			$	(5	)

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BlackBerry Limited

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

Results of Operations - Nine months ended November 30, 2017 compared to nine months ended November 30, 2016

The following table sets forth certain unaudited consolidated statements of operations data as at November 30, 2017 and November 30, 2016 under U.S. GAAP.

	For the Nine Months Ended (in millions, except for share and per share amounts)
	November 30, 2017							November 30, 2016							Change
Revenue (1)(2)	$	699			100.0	%		$	1,023			100.0	%		$	(324	)
Gross margin (1)(2)	493				70.5	%		445				43.5	%		48
Operating expenses (1)(2)	193				27.6	%		1,569				153.4	%		(1,376		)
Income (loss) before income taxes	420				60.1	%		(1,159		)		(113.3	%)		1,579
Provision for income taxes	5				0.7	%		—				—	%		5
Net income (loss)	$	415			60.0	%		$	(1,159	)		(114.0	%)		$	1,574
Earnings (loss) per share - reported
Basic	$	0.78						$	(2.21	)					$	2.99
Diluted	$	0.76						$	(2.21	)					$	2.97
Weighted-average number of shares outstanding (000’s)
Basic	531,651							523,601
Diluted	548,514							523,601

(1)	See “ Non-GAAP Financial Measures ” for the impact of the Fiscal 2018 Non-GAAP Adjustments on adjusted revenue, adjusted gross margin and adjusted operating expenses in fiscal 2018 .

(2)	See “ Non-GAAP Financial Measures ” for the impact of the Fiscal 2017 Non-GAAP Adjustments on adjusted revenue, adjusted gross margin and adjusted operating expenses in fiscal 2017 .

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	For the Nine Months Ended (in millions)
	November 30, 2017							November 30, 2016							Change
Revenue by Product and Service
Enterprise software and services (1)(2)	$	309			42.4	%		$	308			28.6	%		$	1			0.3	%
BTS	117				16.1	%		115				10.7	%		2				1.7	%
Licensing, IP and other	138				19.0	%		71				6.6	%		67				94.4	%
Handheld devices	62				8.5	%		319				29.6	%		(257		)		(80.6	)%
SAF	102				14.0	%		264				24.5	%		(162		)		(61.4	)%
	$	728			100.0	%		$	1,077			100.0	%		$	(349	)		(32.4	)%

(1)	See “ Non-GAAP Financial Measures ” for the relevant Fiscal 2018 Non-GAAP Adjustments made to enterprise software and services revenue.

(2)	See “ Non-GAAP Financial Measures ” for the relevant Fiscal 2017 Non-GAAP Adjustments made to enterprise software and services revenue.

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BlackBerry Limited

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

Operating Expenses

The table below presents a comparison of research and development, selling, marketing and administration, and amortization expenses for the nine months ended November 30, 2017 , compared to the nine months ended November 30, 2016 .

	For the Nine Months Ended
	(in millions)
	November 30, 2017							November 30, 2016							Change
					% of Revenue							% of Revenue							% of Change
Revenue	$	699						$	1,023						$	(324	)		(31.7	%)
Operating expenses
Research and development (1)(2)	$	181			25.9	%		$	249			24.3	%		$	(68	)		(27.3	)%
Selling, marketing and administration (1)(2)	337				48.2	%		411				40.2	%		(74		)		(18.0	)%
Amortization	116				16.6	%		141				13.8	%		(25		)		(17.7	)%
Impairment of goodwill (1)	—				—	%		57				5.6	%		(57		)		(100.0	)%
Impairment of long-lived assets (1)	11				1.6	%		501				49.0	%		(490		)		(97.8	)%
Loss on sale, disposal and abandonment of long-lived assets (1)(2)	6				0.9	%		170				16.6	%		(164		)		(96.5	)%
Debentures fair value adjustment (1)	225				32.2	%		40				3.9	%		185				462.5	%
Arbitration awards, net (3)	(683		)		(97.7	)%		—				—	%		(683		)		—	%
Total	$	193			27.7	%		$	1,569			153.4	%		$	(1,376	)		(87.7	)%

(1)	See “Non-GAAP Financial Measures” for the impact of the Fiscal 2018 Non-GAAP Adjustments on adjusted operating expenditures in fiscal 2018 .

(2)	See “Non-GAAP Financial Measures” for the impact of the Fiscal 2017 Non-GAAP Adjustments on adjusted operating expenditures in fiscal 2017 .

(3)	See “Business Overview - Qualcomm Arbitration Award” and “Business Overview - Nokia Arbitration Decision”

Operating expenses decreased b y $1.38 billion , or 87.7% , to $193 million or 27.7% of revenue in the first nine months of fiscal 2018 , compared to approximately $1.57 billion or 153.4% of revenue in the first nine months of fiscal 2017 . The decrease was primarily attributable to the Qualcomm arbitration award, a decrease in impairment of long-lived assets due to the lower amount of the Fiscal 2018 LLA Impairment Charge versus the Fiscal 2017 LLA Impairment Charge , a lower amount of loss on sale, disposal and abandonment of long lived assets due to the write-down to fair value for assets held for sale in the first nine months of fiscal 2017, reduced salaries and benefits costs and a decrease in amortization expense, partially offset by an increase in the Debentures fair value adjustment and the Nokia arbitration result. Excluding the impact of the relevant Q3 Fiscal 2018 Non-GAAP Adjustments and Q3 Fiscal 2017 Non-GAAP Adjustments , operating expenses decreased by $139 million due to the reasons discussed below in “Research and Development Expenses”, “Selling, Marketing and Administrative Expenses” and “Amortization Expense”.

Research and Development Expenses

Research and development expenses decreased by $68 million to $181 million , or 25.9% of revenue, in the first nine months of fiscal 2018 , compared to $249 million , or 24.3% of revenue, in the first nine months of fiscal 2017 . Excluding the impact of the relevant Fiscal 2018 Non-GAAP Adjustments and Fiscal 2017 Non-GAAP Adjustments , research and development expenses decreased by $69 million . The decrease is primarily attributable to reduced salaries and benefits costs, as well as reductions in research costs related to handheld devices and outsourcing costs compared to the first nine months of fiscal 2017 .

Selling, Marketing and Administration Expenses

Selling, marketing and administration expenses decreased by $74 million to $337 million for the first nine months of fiscal 2018 compared to approximately $411 million for the comparable period in fiscal 2017 . As a percentage of revenue, selling, marketing and administration expenses increased to 48.2% in the first nine months of fiscal 2018 as compared to 40.2% in the first nine months of fiscal 2017 . Excluding the impact of the relevant Fiscal 2018 Non-GAAP Adjustments and Fiscal 2017 Non-GAAP Adjustments , selling marketing and administration expenses decreased by $59 million . The decrease is primarily attributable to reduced salaries and benefits costs, a decrease in legal costs, and reduced marketing and advertising costs compared to the first nine months of fiscal 2017 .

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BlackBerry Limited

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

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 nine months ended November 30, 2017 compared to the nine months ended November 30, 2016 . Intangible assets are comprised of patents, licenses and acquired technology.

	For the Nine Months Ended
	(in millions)
	Included in Amortization												Included in Cost of sales
	November 30, 2017				November 30, 2016				Change				November 30, 2017				November 30, 2016				Change
Property, plant and equipment	$	13			$	26			$	(13	)		$	16			$	34			$	(18	)
Intangible assets	103				115				(12		)		6				7				(1		)
Total	$	116			$	141			$	(25	)		$	22			$	41			$	(19	)

Amortization

Amortization expense relating to certain property, plant and equipment and certain intangible assets decreased by $25 million to $116 million in the first nine months of fiscal 2018 compared to $141 million for the comparable period in fiscal 2017 . The decrease in amortization expense reflects the sale of data centers during the fourth quarter of fiscal 2017 and certain assets becoming fully depreciated.

Excluding the impact of the relevant Fiscal 2018 Non-GAAP Adjustments and Fiscal 2017 Non-GAAP Adjustments , amortization decreased by $13 million .

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 $19 million to $22 million in the first nine months of fiscal 2018 compared to $41 million for the comparable period in fiscal 2017 . This decrease primarily reflects the lower cost base of assets as a result of the Fiscal 2017 and Fiscal 2018 LLA impairment charges and patent abandonments during fiscal 2017 and fiscal 2018.

Investment Income (loss)

Investment income (loss), which includes the interest expense from the Debentures, increased by $155 million to $120 million in investment income in the first nine months of fiscal 2018 , from an investment loss of $35 million in the comparable period of fiscal 2017 . The increase is primarily attributable to the interest received from the Qualcomm arbitration partially offset by interest payable in respect of the Nokia arbitration, the lower rate of interest on the 3.75% Debentures in the first nine months of fiscal 2018 versus the combination of the 3.75% Debentures and 6% Debentures in the nine months of fiscal 2017 and the absence of an other-than-temporary impairment which was present in the nine months of fiscal 2017 . See “ Financial Condition – Liquidity and Capital Resources ”.

Income Taxes

For the first nine months of fiscal 2018 , the Company’s net effective income tax expense rate was approximately 1% , compared to a net effective income tax expense rate of approximately 0% for the same period in the prior fiscal year. The Company’s net effective income tax rate reflects the fact that the Company has a significant valuation allowance against its deferred tax assets, and in particular, the impairment charges and the change in fair value of the Debentures and the impact of the Qualcomm arbitration award, 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 Income (Loss)

The Company’s net income for the first nine months of fiscal 2018 was $415 million , reflecting an increase in net income of $1.57 billion compared to net loss of approximately $1.16 billion in the first nine months of fiscal 2017 , primarily due to the net impact of the Qualcomm and Nokia arbitrations, the lower amount of the Fiscal 2018 LLA Impairment Charge versus the Fiscal 2017 LLA Impairment charge, the absence of the Goodwill Impairment Charge and the absence of the write-down to fair value for the data center assets held for sale in the first nine months of fiscal 2017. Excluding the impact of the relevant Fiscal 2018 Non-GAAP Adjustments and Fiscal 2017 Non-GAAP Adjustments , the Company’s non-GAAP net income for the first nine months of fiscal 2018 was $51 million compared to non-GAAP net income of $6 million for the first nine months of fiscal 2017 , reflecting an increase in net income of $45 million primarily due to higher licensing, IP and other margin, the lower rate of interest and principal amount of the 3.75% Debentures in the first nine months of fiscal 2018 than the combination of the

24

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BlackBerry Limited

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

3.75% Debentures and 6% Debentures in the first nine months of fiscal 2017 , the absence of an other-than-temporary impairment present in the first nine months of fiscal 2017 and a reduction in operating expenditures, partially offset by decreases in handheld devices and SAF margins.

Basic and diluted earnings per share were $0.78 and $0.76 , respectively, in the first nine months of fiscal 2018 , compared to a basic and diluted loss per share of $2.21 in the first nine months of fiscal 2017 , due to the reasons noted above.

The weighted average number of shares outstanding was approximately 532 million common shares for basic earnings (loss) per share and 549 million for diluted earnings (loss) per share for the nine months ended November 30, 2017 , and approximately 524 million common shares for basic and diluted earnings (loss) per share for the nine months ended November 30, 2016 .

Selected Quarterly Financial Data

The following table sets forth the Company’s unaudited quarterly consolidated results of operations data for each of the eight most recent quarters, including the quarter ended November 30, 2017 . The information in the table below has been derived from the Company’s unaudited interim consolidated financial statements that, in management’s opinion, have been prepared on a basis consistent with the audited consolidated financial statements of the Company and include all adjustments necessary for a fair presentation of information when read in conjunction with the audited consolidated financial statements of the Company. The Company’s quarterly operating results have varied substantially in the past and may vary substantially in the future. Accordingly, the information below is not necessarily indicative of results for any future quarter.

	(in millions, except per share data)
	Fiscal Year 2018												Fiscal Year 2017																Fiscal Year 2016
	Third Quarter				Second Quarter				First Quarter				Fourth Quarter				Third Quarter				Second Quarter				First Quarter				Fourth Quarter
Revenue	$	226			$	238			$	235			$	286			$	289			$	334			$	400			$	464
Gross margin	168				175				150				172				193				98				154				210
Operating expenses	426				153				(386		)		229				307				453				809				451
Income (loss) before income taxes	(275		)		23				672				(49		)		(118		)		(371		)		(670		)		(256		)
Provision for (recovery of) income taxes	—				4				1				(2		)		(1		)		1				—				(18		)
Net income (loss)	$	(275	)		$	19			$	671			$	(47	)		$	(117	)		$	(372	)		$	(670	)		$	(238	)
Earnings (loss) per share
Basic earnings (loss) per share	$	(0.52	)		$	0.04			$	1.26			$	(0.09	)		$	(0.22	)		$	(0.71	)		$	(1.28	)		$	(0.45	)
Diluted earnings (loss) per share	$	(0.52	)		$	(0.07	)		$	1.23			$	(0.10	)		$	(0.22	)		$	(0.71	)		$	(1.28	)		$	(0.45	)

Financial Condition

Liquidity and Capital Resources

Cash, cash equivalents, and investments increased by $825 million to approximately $2.52 billion as at November 30, 2017 from approximately $1.70 billion as at February 28, 2017 , primarily as a result of the Qualcomm arbitration award and changes in working capital, partially offset by net losses before amortization. The cash impact of the Nokia arbitration decision will be reflected in the fourth quarter of fiscal 2018. The majority of the Company’s cash, cash equivalents, and investments are denominated in U.S. dollars as at November 30, 2017 .

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

	As at (in millions)
	November 30, 2017				February 28, 2017				Change
Cash and cash equivalents	$	529			$	734			$	(205	)
Restricted cash and cash equivalents	45				51				(6		)
Short-term investments	1,894				644				1,250
Long-term investments	55				269				(214		)
Cash, cash equivalents, and investments	$	2,523			$	1,698			$	825

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BlackBerry Limited

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

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

	As at (in millions)
	November 30, 2017				February 28, 2017				Change
Current assets	$	2,681			$	1,717			$	964
Current liabilities	629				639				(10		)
Working capital	$	2,052			$	1,078			$	974

Current Assets

The increase in current assets of $964 million at the end of the third quarter of fiscal 2018 from the end of the fourth quarter of fiscal 2017 was primarily due to an increase in short-term investments of $1,250 million , partially offset by decreases in cash and cash equivalents of $205 million , accounts receivable of $36 million and inventories of $23 million .

At November 30, 2017 , accounts receivable was $ 164 million , a decrease of $ 36 million from February 28, 2017 . The decrease reflects the lower revenues recognized over the nine months ended November 30, 2017 , partially offset by an increase in days sales outstanding to 66 days at the end of the third quarter of fiscal 2018 from 65 days at the end of the fourth quarter of fiscal 2017 .

At November 30, 2017 , income taxes receivable was $22 million , a decrease of $9 million from February 28, 2017 . The decrease in income taxes receivable was due to the adoption of ASU 2016-16 as described above in “ Accounting Policies and Critical Accounting Estimates ” and the receipt of income tax refunds in certain jurisdictions.

At November 30, 2017 , inventories were $3 million , a decrease of $23 million from February 28, 2017 . The decrease in inventories was primarily due to the sale of handheld devices.

At November 30, 2017 , other current assets were $36 million , a decrease of $19 million from February 28, 2017 . The decrease in other current assets was primarily due to the recognition of previously deferred cost of goods sold, upon recognition of the related deferred revenue.

Current Liabilities

The decrease in current liabilities of $10 million at the end of the third quarter of fiscal 2018 from the end of the fourth quarter of fiscal 2017 was primarily due to a decrease in accounts payable of $65 million and a decrease in deferred revenue of $49 million offset by an increase in accrued liabilities of $99 million . As at November 30, 2017 , deferred revenue was $190 million , reflecting a decrease of $49 million from February 28, 2017 , which was primarily attributable to the recognition of handheld devices sold through to end users, the recognition of unspecified performance upgrades on previously sold handheld devices, the recognition of revenue associated with certain prepaid SAF arrangements and the recognition of legacy perpetual software arrangements. Accrued liabilities were $357 million , reflecting an increase of $99 million from February 28, 2017 , which was primarily attributable to the Nokia arbitration result discussed in “ Business Overview ”, partially offset by decreases in accrued royalties, accrued warranty liabilities, and restructuring and manufacturing accruals compared to the fourth quarter of fiscal 2017 .

Cash flows for the nine months ended November 30, 2017 compared to the nine months ended November 30, 2016 were as follows:

	For the Nine Months Ended
	(in millions)
	November 30, 2017				November 30, 2016				Change
Net cash flows provided by (used in):
Operating activities	$	866			$	(242	)		$	1,108
Investing activities	(1,069		)		837				(1,906		)
Financing activities	(5		)		(721		)		716
Effect of foreign exchange on cash and cash equivalents	3				(1		)		4
Net increase (decrease) in cash and cash equivalents	$	(205	)		$	(127	)		$	(78	)

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BlackBerry Limited

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

Operating Activities

The increase in net cash flows provided by operating activities of $1,108 million for the first nine months of fiscal 2018 primarily reflects the Qualcomm Arbitration Award.

Investing Activities

During the nine months ended November 30, 2017 , cash flows used in investing activities were $1,069 million and included cash used in transactions involving the acquisitions of short-term and long-term investments, net of the proceeds on sale or maturity in the amount of $1,039 million , intangible asset additions of $22 million , and acquisitions of property, plant and equipment of $11 million . For the same period in the prior fiscal year, cash flows provided by investing activities were $837 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 $870 million , offset by intangible asset additions of $28 million and acquisitions of property, plant and equipment of $14 million .

Financing Activities

The decrease in cash flows used in financing activities was $716 million for the first nine months of fiscal 2018 and was primarily a result of the payment of contingent consideration from business acquisitions and repurchases of the 6% Debentures during the nine months ended November 30, 2016 that did not recur during the nine months ended November 30, 2017 , partially offset by common share repurchases under the normal course issuer bid discussed under “ Business Overview - Normal Course Issuer Bid ” above.

Aggregate Contractual Obligations

Purchase obligations and commitments amounted to approximately $331 million as at November 30, 2017 , including future interest payments of $67 million on the 3.75% Debentures and operating lease obligations of $138 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 November 30, 2017 decreased by $67 million as compared to the February 28, 2017 balance of approximately $398 million , which was attributable to decreases in operating lease obligations, interest payments on the Debentures, and purchase orders for goods and services used in operations.

Debenture Financing and Other Funding Sources

See Note 9 to the Consolidated Financial Statements for a description of the Debentures.

The Company had $39 million in collateralized outstanding letters of credit in support of certain leasing arrangements entered into in the ordinary course of business as of November 30, 2017. See Note 2 to the Consolidated Financial Statements for further information concerning the Company’s restricted cash.

Cash, cash equivalents, and investments were approximately $2.52 billion as at November 30, 2017 . 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, or under applicable Canadian securities laws.

Legal Proceedings

The Company is involved in litigation in the normal course of its business, both as a defendant and as a plaintiff. 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 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 provision 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 provisioned for when reasonably determinable.

As of November 30, 2017 , with the exception of an accrual for $10 million in legal costs related to litigation arising out of the Company’s acquisition of Good, and an accrual of $12 million in interest costs relating to the Petition for Correction related to the Nokia Arbitration as described in Note 13 to the Consolidated Financial Statements, there are no claims outstanding for

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BlackBerry Limited

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

which the Company has assessed the potential loss as both probable to result and reasonably estimable, therefore no accrual has been made. See Note 13 to the Consolidated Financial Statements for a further discussion of the Company’s legal matters.

Market Risk of Financial Instruments

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 revenues in the third quarter of fiscal 2018 were transacted in U.S. dollars. Portions of the revenues were denominated in Canadian dollars, euros and British pounds. Purchases of raw materials were primarily transacted in U.S. dollars. Other expenses, consisting mainly of salaries and certain operating costs were incurred primarily in Canadian dollars, but were also incurred in U.S. dollars, euros and British pounds. At November 30, 2017 , approximately 10% of cash and cash equivalents, 45% of accounts receivables and 17% of accounts payable were denominated in foreign currencies ( February 28, 2017 – 8%, 35% and 23%, 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. See Note 4 to the Consolidated Financial Statements for information concerning the Company’s foreign currency hedging activities.

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 the 3.75% Debentures with a fixed 3.75% interest rate. The fair value of the 3.75% Debentures will fluctuate with changes in prevailing interest rates. Consequently, the Company is exposed to interest rate risk as a result of the long-term nature of the 3.75% Debentures. The Company does not currently utilize interest rate derivative instruments to hedge its investment portfolio.

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 doubtful accounts (“AFDA”) that corresponds to the specific credit risk of its customers, historical trends and economic circumstances. The AFDA as at November 30, 2017 was $20 million ( February 28, 2017 - $12 million ). There was one customer that comprised more than 10% of accounts receivable as at November 30, 2017 ( February 28, 2017 - one customer that comprised more than 10%). There was one customer that comprised more than 10% of the Company’s revenue in the third quarter of fiscal 2018 (no customer comprised more than 10% of the Company’s revenue in the third quarter of fiscal 2017 ). During the third quarter of fiscal 2018 , the percentage of the Company’s receivable balance that was past due decreased by 0.4% compared to the fourth quarter of fiscal 2017 . 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 exists. The occurrence of such delays or challenges in obtaining timely payments could negatively impact the Company’s liquidity and financial condition.

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, in the case of debt securities, the Company’s ability and intent to hold the investments to maturity. During the nine months ended November 30, 2017 the Company did not record any other-than-temporary impairment charges related to investments ( nine months ended November 30, 2016 - $8 million relating to certain cost-based investments)

See Note 4 to the Consolidated Financial Statements for additional information regarding the Company’s credit risk as it pertains to its foreign exchange derivative counterparties.

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BlackBerry Limited

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

Changes in Internal Control Over Financial Reporting

During the three months ended November 30, 2017 , 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.

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FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, J OHN C HEN , Chief Executive Officer of BlackBerry Limited, certify the following:

1	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BlackBerry Limited (the “issuer”) for the interim period ended November 30, 2017 .

2	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings , for the issuer.

5	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 N/A

5.3 N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2017 and ended on November 30, 2017 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

DATE: December 20, 2017

 

/S/ JOHN CHEN

J OHN  C HEN

Chief Executive Officer

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FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, S TEVEN C APELLI , Chief Financial Officer and Chief Operating Officer of BlackBerry Limited, certify the following:

1	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BlackBerry Limited (the “issuer”) for the interim period ended November 30, 2017 .

2	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings , for the issuer.

5	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 N/A

5.3 N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2017 and ended on November 30, 2017 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

DATE: December 20, 2017

 

/S/ STEVEN CAPELLI

STEVEN CAPELLI

Chief Financial Officer and Chief Operating Officer

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		BLACKBERRY LIMITED
		(Registrant)
Date:	December 20, 2017	By:	/S/ STEVEN CAPELLI
			Name: Steven Capelli
			Title:   Chief Financial Officer and Chief Operating Officer

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