Item 4.01 Changes in Registrant’s Certifying Accountant.
As a result of a review of the audit services provided to BlackBerry Limited (the “Company”), the Company requested, as recommended and approved by the Audit and Risk Management Committee of the Board of Directors (the “Audit Committee”) of the Company, that Ernst & Young LLP (“EY”) resign as its independent registered public accounting firm. This request is considered a dismissal (within the meaning ascribed to such term in Item 304 of Regulation S-K) pursuant to which, effective April 27, 2020 (the “Effective Date”), EY ceased to be the Company’s independent registered public accounting firm.
The reports of EY on the consolidated financial statements of the Company for the fiscal years ended February 29, 2020 and February 28, 2019 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of EY on the effectiveness of internal control over financial reporting as of February 29, 2020 and February 28, 2019 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended February 29, 2020 and February 28, 2019, and the subsequent interim period through the effective date, there were no disagreements with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused them to make reference thereto in their reports on the financial statements for such fiscal years. During the fiscal years ended February 29, 2020 and February 28, 2019, there were no matters that were either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided EY with a copy of the disclosures required by Item 304(a) of Regulation S-K and has requested that EY furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether EY agrees with such disclosures and, if not, stating the respects in which it does not agree. A copy of EY’s letter, dated April 27, 2020, is filed as Exhibit 16.1 to this Form 8-K.
Also, on the Effective Date, upon the recommendation of the Audit Committee, the Board of Directors approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as its new independent registered public accounting firm, contingent upon the execution of an engagement letter following completion of PwC’s client acceptance procedures. PwC’s appointment will be for the Company’s fiscal year ending February 28, 2021 (fiscal 2021) and related interim periods.
During the fiscal years ended February 29, 2020 and February 28, 2019 and the subsequent interim period through the effective date, neither the Company nor anyone acting on its behalf has consulted with PwC on any matter that (i) involved the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, as applicable, in each case where a written report was provided or oral advice was provided that PwC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.