SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of, September 2010

Commission File Number 000-29898

Research In Motion Limited

(Translation of registrant’s name into English)

295 Phillip Street, Waterloo, Ontario, Canada N2L 3W8

(Address of principal executive offices)

     Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:

Form 20-F   o Form 40-F   x

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   o

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   o

     Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   o No   x

      If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Document
	1	Consolidated Financial Statements for the Three Months and Six Months Ended August 28, 2010
	2	Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months and Six Months Ended August 28, 2010
	3	Canadian Forms 52-109F2 — Certification of Interim Filings

This Report on Form 6-K is incorporated by reference into the Registration Statements on Form S-8 of the Registrant, which were originally filed with the Securities and Exchange Commission on March 28, 2002 (File No. 333-85294), October 21, 2002 (File No. 333-100684), and on April 28, 2008 (File No. 333-150470).

DOCUMENT 1

Research In Motion Limited
Incorporated under the Laws of Ontario
(United States dollars, in thousands) (unaudited)

Consolidated Balance Sheets

	As at
	August 28,			February 27,
	2010			2010
Assets
Current
Cash and cash equivalents	$	1,152,084		$	1,550,861
Short-term investments		379,648			360,614
Accounts receivable, net		3,216,462			2,593,742
Other receivables		147,565			206,373
Inventories		645,267			659,943
Other current assets		216,601			247,207
Deferred income tax asset		221,449			193,916
		5,979,076			5,812,656
Long-term investments		494,003			958,248
Property, plant and equipment, net		2,169,271			1,956,581
Intangible assets, net		1,421,472			1,326,363
Goodwill		375,428			150,561
	$	10,439,250		$	10,204,409
Liabilities
Current
Accounts payable	$	890,845		$	615,620
Accrued liabilities		1,923,669			1,638,260
Income taxes payable		116,162			95,650
Deferred revenue		79,170			67,573
Deferred income tax liability		7,954			14,674
		3,017,800			2,431,777
Deferred income tax liability		179,102			141,382
Income taxes payable		28,578			28,587
		3,225,480			2,601,746
Commitments and contingencies
Shareholders’ Equity
Capital stock
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 — 524,462,769 voting common shares (February 27, 2010 — 557,328,394)		2,098,583			2,207,609
Treasury stock
August 28, 2010 — 1,738,298 (February 27, 2010 — 1,458,950)		(109,578	)		(94,463	)
Retained earnings		5,026,555			5,274,365
Additional paid-in capital		180,651			164,060
Accumulated other comprehensive income		17,559			51,092
		7,213,770			7,602,663
	$	10,439,250		$	10,204,409

See notes to consolidated financial statements.

On behalf of the Board:

John Richardson	Mike Lazaridis
Director	Director

Research In Motion Limited
(United States dollars, in thousands) (unaudited)

Consolidated Statements of Shareholders’ Equity

													Accumulated
										Additional			Other
	Capital			Treasury			Retained			Paid-In			Comprehensive
	Stock			Stock			Earnings			Capital			Income			Total
Balance as at February 27, 2010	$	2,207,609		$	(94,463	)	$	5,274,365		$	164,060		$	51,092		$	7,602,663
Comprehensive income:
Net income		—			—			1,565,606			—			—			1,565,606
Net change in unrealized gains (losses) on available-for-sale investments		—			—			—			—			(5,670	)		(5,670	)
Net change in fair value of derivatives designated as cash flow hedges during the period		—			—			—			—			26,880			26,880
Amounts reclassified to income during the period		—			—			—			—			(54,743	)		(54,743	)
Shares issued:
Exercise of stock options		12,000			—			—			—			—			12,000
Transfers to capital stock from stock option exercises		9,147			—			—			(9,147	)		—			—
Stock-based compensation		—			—			—			32,789			—			32,789
Tax benefits (deficiencies) related to stock-based compensation		—			—			—			(313	)		—			(313	)
Purchase of treasury stock		—			(21,853	)		—			—			—			(21,853	)
Release of treasury stock		—			6,738			—			(6,738	)		—			—
Common shares repurchased		(130,173	)		—			(1,813,416	)		—			—			(1,943,589	)
Balance as at August 28, 2010	$	2,098,583		$	(109,578	)	$	5,026,555		$	180,651		$	17,559		$	7,213,770

See notes to consolidated financial statements.

2

Research In Motion Limited
(United States dollars, in thousands, except per share data) (unaudited)

Consolidated Statements of Operations

	Three Months Ended				Six Months Ended
	August 28,		August 29,		August 28,		August 29,
	2010		2009		2010		2009
Revenue	$	4,621,335	$	3,525,692	$	8,856,728	$	6,949,202
Cost of sales		2,565,769		1,971,296		4,877,846		3,903,281
Gross margin		2,055,566		1,554,396		3,978,882		3,045,921
Operating expenses
Research and development		323,005		235,571		610,585		455,348
Selling, marketing and administration		546,077		429,748		1,028,918		944,039
Amortization		104,497		73,292		198,665		140,688
Litigation		—		163,800		—		163,800
		973,579		902,411		1,838,168		1,703,875
Income from operations		1,081,987		651,985		2,140,714		1,342,046
Investment income		6,406		7,625		15,599		16,761
Income before income taxes		1,088,393		659,610		2,156,313		1,358,807
Provision for income taxes		291,689		183,989		590,707		240,156
Net income	$	796,704	$	475,621	$	1,565,606	$	1,118,651
Earnings per share
Basic	$	1.46	$	0.84	$	2.85	$	1.97
Diluted	$	1.46	$	0.83	$	2.83	$	1.95

See notes to consolidated financial statements.

3

Research In Motion Limited
(United States dollars, in thousands) (unaudited)

Consolidated Statements of Cash Flows

	Six Months Ended
	August 28,			August 29,
	2010			2009
Cash flows from operating activities
Net income	$	1,565,606		$	1,118,651
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization		394,410			269,164
Deferred income taxes		1,230			(19,621	)
Income taxes payable		(9	)		3,814
Stock-based compensation		32,789			25,747
Other		2,556			(7,915	)
Net changes in working capital items		35,111			(194,001	)
Net cash provided by operating activities		2,031,693			1,195,839
Cash flows from investing activities
Acquisition of long-term investments		(376,106	)		(369,111	)
Proceeds on sale or maturity of long-term investments		609,713			183,847
Acquisition of property, plant and equipment		(434,037	)		(554,558	)
Acquisition of intangible assets		(146,833	)		(242,379	)
Business acquisitions, net of cash acquired		(332,910	)		(131,541	)
Acquisition of short-term investments		(286,137	)		(279,226	)
Proceeds on sale or maturity of short-term investments		492,072			473,655
Net cash used in investing activities		(474,238	)		(919,313	)
Cash flows from financing activities
Issuance of common shares		12,000			18,890
Tax benefits (deficiencies) related to stock-based compensation		(313	)		2,705
Purchase of treasury stock		(21,853	)		(45,081	)
Common shares repurchased		(1,943,589	)		—
Repayment of debt		—			(6,099	)
Net cash used in financing activities		(1,953,755	)		(29,585	)
Effect of foreign exchange gain (loss) on cash and cash equivalents		(2,477	)		764
Net increase (decrease) in cash and cash equivalents for the period		(398,777	)		247,705
Cash and cash equivalents, beginning of the period		1,550,861			835,546
Cash and cash equivalents, end of the period	$	1,152,084		$	1,083,251

See notes to consolidated financial statements.

4

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)

In thousands of United States dollars, except share and per share data and except as otherwise indicated

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and preparation

These interim consolidated financial statements have been prepared by management in accordance with United States generally accepted accounting principles (“U.S. GAAP”). They do not include all of the disclosures required by U.S. GAAP for annual financial statements and should be read in conjunction with Research In Motion’s (“RIM” or the “Company”) audited consolidated financial statements (the “financial statements”) for the year ended February 27, 2010, which have been prepared in accordance with U.S. GAAP. In the opinion of management, all normal recurring adjustments considered necessary for fair presentation have been included in these financial statements. Operating results for the three and six months ended August 28, 2010 are not necessarily indicative of the results that may be expected for the full year ending February 26, 2011.

The Company’s fiscal year end date is the 52 or 53 weeks ending on the last Saturday of February, or the first Saturday of March. The fiscal years ending February 26, 2011 and February 27, 2010 comprise 52 weeks. Certain of the comparable figures have been reclassified to conform to the current period’s presentation.

Adoption of accounting pronouncements

In January 2010, the Financial Accounting Standards Board (the “FASB”) issued authoritative guidance to improve disclosures about fair value measurements. The guidance amends previous literature to require an entity to provide a number of additional disclosures regarding fair value measurements including significant transfers between Level 1 and Level 2 on a gross basis and the reasons for such transfers, transfers in and out of Level 3 on a gross basis and the reasons for such transfers, the entity’s policy for recognizing transfers between Levels and to disclose information regarding purchases, sales, issuances and settlements on a gross basis in the Level 3 reconciliation of recurring fair value measurements. The guidance also further clarifies existing guidance on disclosure requirements around disaggregation and valuation techniques for both recurring and non-recurring fair value measurements in either Level 2 or Level 3. The new authoritative guidance is effective for interim and annual periods beginning after December 15, 2009, except for the requirement to separately disclose purchases, sales, issuances, and settlements in the Level 3 reconciliation which is effective for interim and annual periods beginning after December 15, 2010. The Company adopted this authoritative guidance in the first quarter of fiscal 2011, with the exception of the requirement to separately disclose purchases, sales, issuances, and settlements, which the Company will adopt in the first quarter of fiscal 2012. The adoption did not have a material impact on the Company’s results of operations, financial condition or the Company’s disclosures. The adoption of the remaining guidance in the first quarter of fiscal 2012 is not expected to have a material impact on the Company’s results of operations, financial condition and the Company’s disclosures.

In October 2009, the FASB issued authoritative guidance on certain revenue arrangements that include software elements. The guidance amends previous literature to provide that software revenue recognition guidance should not be applied to tangible products containing software components and non-software components that function together to deliver the product’s essential functionality. As a result of this guidance, revenue from most of the Company’s devices and services, including its BlackBerry wireless devices, is no longer recognized using the industry-specific software revenue recognition guidance.

In October 2009, the FASB also issued authoritative guidance on revenue recognition for arrangements with multiple deliverables. The guidance amends previous literature to require an entity to use an estimated selling price when vendor-specific objective evidence of selling price (“VSOE”) or acceptable third party evidence of selling price (“TPE”) does not exist for products or services included in a multiple element arrangement. The arrangement consideration should be allocated among the products and services based upon their relative selling prices, thus eliminating the use of the residual method of allocation. The guidance also requires expanded

5

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)

In thousands of United States dollars, except share and per share data and except as otherwise indicated

qualitative and quantitative disclosures regarding significant judgments made and changes in applying the guidance.

The new authoritative guidance described above is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company adopted this authoritative guidance in the first quarter of fiscal 2011 on a prospective basis for applicable transactions entered into or materially modified after February 27, 2010. The adoption did not have a material impact on the Company’s results of operations or financial condition in the six months ended August 28, 2010, and the Company does not expect the adoption to have a material effect on financial statements in future periods.

The Company has not significantly changed its view on units of accounting, allocation of arrangement consideration to the units of accounting or the timing of revenue recognition. Due to the new authoritative guidance implemented in the first quarter of fiscal 2011, the Company has modified its revenue recognition accounting policy, which is described below.

Revenue recognition

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, the product has been delivered or the services have been provided to the customer, the sales price is fixed or determinable and collectability is reasonably assured. In addition to this general policy, the following paragraphs describe the specific revenue recognition policies for each of the Company’s major categories of revenue.

Devices

Revenue from the sale of BlackBerry wireless devices is recognized when title is transferred to the customer and all significant contractual obligations that affect the customer’s final acceptance have been fulfilled. For hardware products for which the software is deemed essential to the functionality of the hardware, the Company recognizes revenue in accordance with general revenue recognition accounting guidance. The Company records reductions to revenue for estimated commitments related to price protection and for customer incentive programs. The estimated cost of the incentive programs is accrued based on historical experience, as a reduction to revenue in the period in which the Company has sold the product and committed to a plan. Price protection is accrued as a reduction to revenue based on estimates of future price reductions and certain agreed customer inventories at the date of the price adjustment.

Service

Revenue from service is recognized rateably on a monthly basis when the service is provided. In instances where the Company bills the customer prior to performing the service, the prebilling is recorded as deferred revenue.

Software

Revenue from licensed software is recognized at the inception of the license term and in accordance with industry-specific software revenue recognition accounting guidance. When the fair value of a delivered element has not been established, the Company uses the residual method to recognize revenue if the fair value of undelivered elements is determinable. Revenue from software maintenance, unspecified upgrades and technical support contracts is recognized over the period that such items are delivered or those services are provided.

6

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)

In thousands of United States dollars, except share and per share data and except as otherwise indicated

Other

Revenue from the sale of accessories is recognized when title is transferred to the customer and all significant contractual obligations that affect the customer’s final acceptance have been fulfilled. Revenue from technical support contracts that extends beyond the current period is recorded as deferred revenue. Revenue from repair and maintenance programs is recognized when the service is delivered, which is when the title is transferred to the customer and all significant contractual obligations that affect the customer’s final acceptance have been fulfilled. Revenue for non-recurring engineering contracts is recognized as specific contract milestones are met. The attainment of milestones approximates actual performance.

Shipping and handling costs

Shipping and handling costs charged to earnings are included in cost of sales where they can be reasonably attributed to certain revenue; otherwise, they are included in selling, marketing and administration.

Multiple-element arrangements

The Company enters into revenue arrangements that may consist of multiple deliverables of its product and service offerings. The Company’s typical multiple-element arrangements involve: (i) handheld devices with services and (ii) software with technical support services.

For the Company’s arrangements involving multiple deliverables of handheld devices with services, the consideration from the arrangement is allocated to each respective element based on its relative selling price, using VSOE. In certain limited instances when the Company is unable to establish the selling price using VSOE, the Company attempts to establish selling price of each element based on TPE; however, the Company is generally unable to reliably determine the selling prices of similar competitor products and services on a stand-alone basis. In these instances, the Company uses best estimated selling price (“BESP”) in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service was sold on a stand-alone basis.

The Company determines BESP for a product or service by considering multiple factors including, but not limited to, market conditions, competitive landscape, internal costs, gross margin objectives and pricing practices. The determination of BESP is made through consultation with, and formal approval by, the Company’s management, taking into consideration the Company’s marketing strategy.

For arrangements involving multiple deliverables of software with technical support services, the revenue is recognized based on the industry-specific software revenue recognition accounting guidance. If the Company is not able to determine VSOE for all of the deliverables of the arrangement, but is able to obtain VSOE for all undelivered elements, revenue is allocated using the residual method. Under the residual method, the amount of revenue allocated to delivered elements equals the total arrangement consideration less the aggregate fair value of any undelivered elements. If VSOE of any undelivered software items does not exist, revenue from the entire arrangement is initially deferred and recognized at the earlier of: (i) delivery of those elements for which VSOE did not exist or (ii) when VSOE can be established.

The Company regularly reviews VSOE, TPE and BESP, and maintains internal controls over the establishment and updates of these estimates. There were no material impacts to the amount of revenue recognized during the quarter, nor does the Company expect a material impact in the near term, from changes in VSOE, TPE or BESP.

In June 2009, the FASB issued authoritative guidance to amend the manner in which an enterprise performs an analysis to determine whether the enterprise’s variable interest gives it a controlling interest in the variable

7

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)

In thousands of United States dollars, except share and per share data and except as otherwise indicated

interest entity (“VIE”). The guidance uses a qualitative risks and rewards approach by focusing on which enterprise has the power to direct the activities of the VIE, the obligation to absorb the entity’s losses and rights to receive benefits from the entity. The guidance also requires enhanced disclosures related to the VIE. The Company adopted this authoritative guidance in the first quarter of fiscal 2011 and the adoption did not have material impact on the Company’s results of operations and financial condition.

In June 2009, the FASB issued authoritative guidance amending the accounting for transfers of financial assets. The guidance, among other things, eliminates the exceptions for qualifying special-purpose entities from the consolidation guidance, clarifies the requirements for transferred financial assets that are eligible for sale accounting and requires enhanced disclosures about a transferor’s continuing involvement with transferred financial assets. The Company adopted this authoritative guidance in the first quarter of fiscal 2011 and the adoption did not have a material impact on the Company’s results of operations and financial condition.

2. CASH, CASH EQUIVALENTS, AND INVESTMENTS

The Company’s cash equivalents and investments, other than cost method investments of $2.5 million and equity method investments of $9.5 million, consist of money market and other debt securities, and are classified as available-for-sale for accounting purposes and are carried at fair value with unrealized gains and losses recorded in accumulated other comprehensive income until such investments mature or are sold. The Company uses the specific identification method of determining the cost basis in computing realized gains or losses on available-for-sale investments which are recorded in investment income. In the event of a decline in value which is other-than-temporary, the investment is written down to fair value with a charge to income. The Company does not exercise significant influence with respect to any of these investments.

8

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)

In thousands of United States dollars, except share and per share data and except as otherwise indicated

The components of cash, cash equivalents and investments were as follows:

			Unrealized		Unrealized					Cash and Cash		Short-term		Long-term
	Cost Basis		Gains		Losses			Fair Value		Equivalents		Investments		Investments
As at August 28, 2010
Bank balances	$	548,146	$	—	$	—		$	548,146	$	548,146	$	—	$	—
Money market fund		1,831		—		—			1,831		1,831		—		—
Bankers acceptances		33,118		1		—			33,119		33,119		—		—
Term deposits/certificates		102,037		—		—			102,037		72,000		30,037		—
Commercial paper		396,809		4		—			396,813		386,822		9,991		—
Non-U.S. treasury bills/notes		141,897		2		—			141,899		70,970		70,929		—
U.S. treasury bills/notes		80,335		156		—			80,491		19,998		40,288		20,205
U.S. government sponsored enterprise notes		194,984		2,166		(71	)		197,079		19,198		43,300		134,581
Non-U.S. government sponsored enterprise notes		10,082		85		—			10,167		—		10,167		—
Corporate notes/bonds		311,064		5,528		(267	)		316,325		—		164,344		151,981
Asset-backed securities		151,870		1,140		(26	)		152,984		—		10,592		142,392
Auction-rate securities		40,534		—		(7,673	)		32,861		—		—		32,861
Other investments		11,983		—		—			11,983		—		—		11,983
	$	2,024,690	$	9,082	$	(8,037	)	$	2,025,735	$	1,152,084	$	379,648	$	494,003
As at February 27, 2010
Bank balances	$	535,445	$	—	$	—		$	535,445	$	535,445	$	—	$	—
Money market fund		3,278		—		—			3,278		3,278		—		—
Bankers acceptances		297,126		—		—			297,126		297,126		—		—
Term deposits/certificates		80,470		—		—			80,470		80,470		—		—
Commercial paper		507,994		6		—			508,000		472,312		35,688		—
Non-U.S. treasury bills/notes		92,272		—		—			92,272		92,272		—		—
U.S. treasury bills/notes		111,242		129		(12	)		111,359		—		50,786		60,573
U.S. government sponsored enterprise notes		327,609		1,314		(13	)		328,910		69,958		70,819		188,133
Non-U.S. government sponsored enterprise notes		119,522		1,276		—			120,798		—		41,158		79,640
Corporate notes/bonds		347,151		6,522		(49	)		353,624		—		151,681		201,943
Asset-backed securities		393,751		5,280		(50	)		398,981		—		10,482		388,499
Auction-rate securities		40,527		—		(7,688	)		32,839		—		—		32,839
Other investments		6,621		—		—			6,621		—		—		6,621
	$	2,863,008	$	14,527	$	(7,812	)	$	2,869,723	$	1,550,861	$	360,614	$	958,248

9

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)

In thousands of United States dollars, except share and per share data and except as otherwise indicated

Realized gains and losses on available-for-sale securities comprise the following:

	Three Months Ended					Six Months Ended
	August 28,			August 29,		August 28,			August 29,
	2010			2009		2010			2009
Realized gains	$	1,668		$	—	$	1,878		$	—
Realized losses		(156	)		—		(156	)		—
Net realized gains	$	1,512		$	—	$	1,722		$	—

The contractual maturities of available-for-sale investments as at August 28, 2010 were as follows:

	Cost Basis		Fair Value
Due in one year or less	$	980,975	$	981,755
Due in one to five years		344,170		351,151
Due after five years		137,585		130,869
No fixed maturity date		1,831		1,831
	$	1,464,561	$	1,465,606

10

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)

In thousands of United States dollars, except share and per share data and except as otherwise indicated

Investments with continuous unrealized losses for less than 12 months and greater than 12 months and their related fair values were as follows:

	Less than 12 months				12 months or greater				Total
			Unrealized				Unrealized				Unrealized
As at August 28, 2010	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Corporate notes/bonds	$	103,603	$	267	$	—	$	—	$	103,603	$	267
U.S. government sponsored enterprise notes		1,610		71		—		—		1,610		71
Asset-backed securities		10,389		26		—		—		10,389		26
Auction-rate securities		—		—		32,861		7,673		32,861		7,673
	$	115,602	$	364	$	32,861	$	7,673	$	148,463	$	8,037

	Less than 12 months				12 months or greater				Total
			Unrealized				Unrealized				Unrealized
As at February 27, 2010	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Corporate notes/bonds	$	93,129	$	49	$	—	$	—	$	93,129	$	49
U.S. treasury bills/notes		91,109		12		—		—		91,109		12
U.S. government sponsored enterprise notes		57,537		13		—		—		57,537		13
Asset-backed securities		18,820		50		—		—		18,820		50
Auction-rate securities		—		—		32,839		7,688		32,839		7,688
	$	260,595	$	124	$	32,839	$	7,688	$	293,434	$	7,812

Unrealized losses of $7.7 million relate to auction-rate securities. The Company considers these losses other-than-temporary and as a result they are reflected in accumulated other comprehensive income. The Company has the ability and intent to hold these securities until such time that market liquidity returns to normal levels, and does not consider the principal or interest amounts on these securities to be materially at risk.

11

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)

In thousands of United States dollars, except share and per share data and except as otherwise indicated

3. FAIR VALUE MEASUREMENTS

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

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

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

• Level 3 — Significant unobservable inputs which are supported by little or no market activity.

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

The carrying amounts of the Company’s cash and cash equivalents, accounts receivables, other receivables, accounts payable and accrued liabilities approximate fair value due to their short maturities.

In determining the fair value of investments held, the Company primarily relies on an independent third party valuator for the fair valuation of securities. Pricing inputs used by the independent third party valuator are generally received from two primary vendors. The pricing inputs are reviewed for completeness and accuracy, within a set tolerance level, on a daily basis by the third party valuator. The Company also reviews and understands the inputs used in the valuation process and assesses the pricing of the securities for reasonableness.

The fair values of money market funds were derived from quoted prices in active markets for identical assets or liabilities.

For bankers’ acceptances, term deposits/certificates and commercial paper, the independent third party utilizes amortized cost as the short-term nature of the securities approximates fair value. For corporate notes/bonds (other than those classified as Level 3), U.S. treasury bills/notes, non-U.S. treasury bills/notes, U.S. government sponsored enterprise notes, non-U.S. government sponsored enterprise notes and asset backed securities, the independent third party provides fair values determined from quoted prices that it obtains from vendors. The Company then corroborates the fair values received from the independent third party against the results of its internal valuation in order to corroborate the pricing provided by the independent third party.

The Company corroborates the fair values provided by the independent third party for bankers’ acceptances by comparing those provided against fair values determined by the Company utilizing quoted prices from vendors for identical securities, or the market prices of similar securities adjusted for observable inputs such as differences in maturity dates, interest rates, and credit ratings. The bankers’ acceptances held by the Company are all issued by major banking organizations and all have investment grade ratings.

12

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)

In thousands of United States dollars, except share and per share data and except as otherwise indicated

The Company corroborates the fair values provided by the independent third party for term deposits/certificates by comparing those provided against fair values determined by the Company utilizing quoted prices from vendors for identical securities, or the market prices of similar securities adjusted for observable inputs such as differences in maturity dates, interest rates and credit ratings. The term deposits/certificates held by the Company are all issued by major banking organizations and all have investment grade ratings.

The Company corroborates the fair values provided by the independent third party for commercial paper by comparing those provided against fair values determined by the Company utilizing quoted prices from vendors for identical securities, or the market prices of similar securities adjusted for observable inputs such as differences in maturity dates, interest rates, dealer placed rates and credit ratings. The commercial paper held by the Company are all issued by financing or capital organizations and all have investment grade ratings.

The Company corroborates the fair values provided by the independent third party for corporate notes/bonds (other than those classified as Level 3) by comparing those provided against fair values determined by the Company utilizing quoted prices from vendors for identical securities, or the market prices of similar securities adjusted for observable inputs such as differences in maturity dates, interest rates, yield curves, swap rates, credit ratings, industry comparable trades and spread history. The corporate notes/bonds held by the Company are all issued by major corporate organizations and all have investment grade ratings.

The Company corroborates the fair values provided by the independent third party for U.S. treasury bills/notes by comparing those provided against fair values determined by the Company utilizing quoted prices from vendors for identical securities as provided by U.S. government bond dealers. All U.S. treasury bills/notes held by the Company are issued by the United States Department of the Treasury and all have investment grade ratings.

The Company corroborates the fair values provided by the independent third party for non-U.S. treasury bills/notes by comparing those provided against fair values determined by the Company utilizing quoted prices from vendors for identical securities, or the market prices of similar securities adjusted for observable inputs such as differences in maturity dates, interest rates and credit rating. All non-U.S. treasury bills/notes held by the Company are issued by the Federal and/or Provincial Governments of Canada and all have investment grade ratings.

The Company corroborates the fair values provided by the independent third party for U.S. government sponsored enterprise notes by comparing those provided against fair values determined by the Company utilizing quoted prices from vendors for identical securities as provided by U.S. government bond dealers or prices as provided by the published index of U.S. Agency securities. The U.S. government sponsored enterprise notes held by the Company are primarily agency notes issued by government organizations such as Freddie Mac and Fannie Mae and all have investment grade ratings.

The Company corroborates the fair values provided by the independent third party for non-U.S. government sponsored enterprise notes by comparing those provided against fair values determined by the Company utilizing quoted prices from vendors for identical securities, or the market prices of similar securities adjusted for observable inputs such as differences in maturity dates, interest rates and credit ratings. The non-U.S. government sponsored enterprise notes held by the Company are primarily issued by investment banks backed by European countries and all have investment grade ratings.

The Company corroborates the fair values provided by the independent third party for asset backed securities by comparing those provided against fair values determined by the Company utilizing quoted prices from vendors for identical securities, or the market prices of similar securities adjusted for different observable inputs such as differences in swap rates and spreads, credit ratings, pricing changes relative to asset class, priority in capital structure, principal payment windows, and maturity dates. All asset backed securities held by the Company are

13

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)

In thousands of United States dollars, except share and per share data and except as otherwise indicated

issued by government or consumer agencies and are primarily backed by commercial mortgages, residential mortgages backed by government agencies, automobile loans and credit card debt. All asset backed securities held by the Company have investment grade ratings.

Fair values for all investment categories provided by the independent third party that are in excess of half a basis point from the fair values determined by the Company are communicated to the third party for consideration of reasonableness. The independent third party considers the information provided by the Company before determining whether a change in the original pricing is warranted.

The fair values of corporate notes/bonds classified as Level 3, which represent investments in securities for which there is not an active market, are estimated via cash flow pricing methodology using unobservable inputs such as actual monthly interest and principal payments received, maturity rates of holdings, historical prices realized on sales, defaults experienced, maturity extension risk, pricing for similar securities, collateral value, and recovery value for similar securities. The corporate notes/bonds classified as Level 3 held by the Company consist of securities received in a payment-in-kind distribution from a former structured investment vehicle. The fair value includes a write-down of $3.8 million taken in 2008.

The fair value of auction rate securities is estimated using a discounted cash flow model incorporating maturity dates, contractual terms and assumptions concerning liquidity and credit adjustments of the security sponsor to determine timing and amount of future cash flows.

The fair value of currency forward contracts and currency option contracts has been determined using notional and exercise values, transaction rates, market quoted currency spot rates and interest rate yield curves. For currency forward contracts and currency option contracts, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. Changes in assumptions could have a significant effect on the estimates.

14

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis:

As at August 28, 2010	Level 1		Level 2		Level 3		Total
Assets
Available-for-sale investments
Money market fund	$	1,831	$	—	$	—	$	1,831
Banker acceptances		—		33,119		—		33,119
Term deposits/certificates		—		102,037		—		102,037
Commerical paper		—		396,813		—		396,813
Non-U.S. treasury bills/notes		—		141,899		—		141,899
U.S. treasury bills/notes		—		80,491		—		80,491
U.S. government sponsored enterprise notes		—		197,079		—		197,079
Non-U.S. government sponsored enterprise notes		—		10,167		—		10,167
Corporate notes/bonds		—		303,620		12,705		316,325
Asset-backed securities		—		152,984		—		152,984
Auction-rate securities		—		—		32,861		32,861
Total available-for-sale investments	$	1,831	$	1,418,209	$	45,566	$	1,465,606
Currency forward contracts		—		59,940		—		59,940
Total assets	$	1,831	$	1,478,149	$	45,566	$	1,525,546
Liabilities
Currency forward contracts	$	—	$	41,660	$	—	$	41,660
Total liabilities	$	—	$	41,660	$	—	$	41,660

15

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

As at February 27, 2010	Level 1		Level 2		Level 3		Total
Assets
Available-for-sale investments
Money market fund	$	3,278	$	—	$	—	$	3,278
Bankers acceptances		—		297,126		—		297,126
Term deposits/certificates		—		80,470		—		80,470
Commerical paper		—		508,000		—		508,000
Non-U.S. treasury bills/notes		—		92,272		—		92,272
U.S. treasury bills/notes		—		111,359		—		111,359
U.S. Government sponsored enterprise notes		—		328,910		—		328,910
Non-U.S. government sponsored enterprise notes		—		120,798		—		120,798
Corporate notes/bonds		—		338,496		15,128		353,624
Asset-backed securities		—		398,981		—		398,981
Auction-rate securities		—		—		32,839		32,839
Total available-for-sale investments	$	3,278	$	2,276,412	$	47,967	$	2,327,657
Currency forward contracts		—		97,261		—		97,261
Total assets	$	3,278	$	2,373,673	$	47,967	$	2,424,918
Liabilities
Currency forward contracts	$	—	$	6,164	$	—	$	6,164
Total liabilities	$	—	$	6,164	$	—	$	6,164

The following table summarizes the changes in fair value of the Company’s Level 3 assets for the three and six months ended August 28, 2010:

	Three Months Ended						Six Months Ended
	August 28,			August 29,			August 28,			August 29,
	2010			2009			2010			2009
Balance, beginning of period	$	46,169		$	50,198		$	47,967		$	51,544
Accrued interest		6			6			7			4
Transfers out of Level 3		(609	)		(777	)		(2,408	)		(2,121	)
Balance, end of period	$	45,566		$	49,427		$	45,566		$	49,427

The Company recognizes transfers into and out of levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurred. There were no significant transfers in or out of Level 1, Level 2 or Level 3 during the period.

16

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

4. INVENTORIES

Inventories were comprised as follows:

	August 28,			February 27,
	2010			2010
Raw materials	$	519,675		$	490,063
Work in process		194,013			231,939
Finished goods		118,599			55,400
Provision for excess and obsolete inventories		(187,020	)		(117,459	)
	$	645,267		$	659,943

5. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment were comprised of the following:

	As at August 28, 2010
			Accumulated		Net Book
	Cost		Amortization		Value
Land	$	97,630	$	—	$	97,630
Buildings, leaseholds and other		994,749		140,746		854,003
BlackBerry operations and other information technology		1,429,997		604,907		825,090
Manufacturing equipment		395,956		230,294		165,662
Furniture and fixtures		397,087		170,201		226,886
	$	3,315,419	$	1,146,148	$	2,169,271

	As at February 27, 2010
			Accumulated		Net Book
	Cost		Amortization		Value
Land	$	96,954	$	—	$	96,954
Buildings, leaseholds and other		934,047		115,216		818,831
BlackBerry operations and other information technology		1,152,637		484,180		668,457
Manufacturing equipment		347,692		182,228		165,464
Furniture and fixtures		346,641		139,766		206,875
	$	2,877,971	$	921,390	$	1,956,581

As at August 28, 2010, $31.7 million of land and building continues to be classified as an asset held for sale and accordingly remains classified as other current assets.

17

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

6. INTANGIBLE ASSETS, NET

Intangible assets were comprised of the following:

	As at August 28, 2010
			Accumulated		Net Book
	Cost		Amortization		Value
Acquired technology	$	282,449	$	89,863	$	192,586
Licenses		749,252		292,433		456,819
Patents		994,259		222,192		772,067
	$	2,025,960	$	604,488	$	1,421,472

	As at February 27, 2010
			Accumulated		Net Book
	Cost		Amortization		Value
Acquired technology	$	165,791	$	70,777	$	95,014
Licenses		711,969		196,618		515,351
Patents		889,467		173,469		715,998
	$	1,767,227	$	440,864	$	1,326,363

During the six months ended August 28, 2010, additions to intangible assets primarily consisted of certain patents acquired as a result of a Settlement and License Agreement entered into by the Company and Motorola, Inc., as well as agreements with third parties totaling approximately $41.2 million for the use of intellectual property, software, messaging services and other BlackBerry related features, as well as intangible assets associated with the business acquisitions discussed in note 7.

Based on the carrying value of the intangible assets as at August 28, 2010 and assuming no subsequent impairment of the underlying assets, the annual amortization expense for the remainder of fiscal 2011 and each of the succeeding years is as follows: 2011 — $187 million; 2012 — $326 million; 2013 — $280 million; 2014 — $194 million and 2015 — $98 million.

7. BUSINESS ACQUISITIONS

On August 20, 2010, the Company purchased for cash consideration 100% of the shares of a company whose acquired technologies will enhance the Company’s ability to manage application store fronts and data collection.

On July 12, 2010, the Company purchased for cash consideration certain assets of a company whose acquired technologies will enhance document access and handling capabilities.

On June 1, 2010, the Company purchased for cash consideration 100% of the common shares of QNX Software Systems (“QNX”) for $200.1 million. QNX’s proprietary software will be incorporated into the Company’s products.

18

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

On March 26, 2010, the Company purchased for cash consideration 100% of the common shares of a company whose proprietary software will be incorporated into the Company’s software.

The following table summarizes the fair value allocations of the acquisition price of the assets acquired and liabilities assumed during the six months ended August 28, 2010:

Assets purchased
Current assets	$	11,048
Property, plant and equipment		4,748
Other assets		16
Acquired technology		116,658
Patents		12
Goodwill (1)		224,867
		357,349
Liabilities assumed		6,841
Deferred income tax liability		12,886
		19,727
Net non-cash assets acquired		337,622
Cash acquired		467
Net assets acquired	$	338,089
Consideration
Cash consideration	$	333,377
Contingent consideration(2)		4,712
	$	338,089

(1)	Represents the excess of the acquisition price over the fair value of net assets acquired, which is not expected to be deductible for tax purposes when goodwill results from share purchases. Goodwill as a result of certain assets purchased is expected to be deductible for tax purposes in the amount of approximately $19.7 million.
(2)	The Company has agreed to additional consideration contingent upon the achievement of certain agreed upon technology and working capital milestones, and earnings targets.

The Company includes the operating results of each acquired business in the consolidated financial statements from the date of acquisition.

During the six months ended August 28, 2010, the Company expensed $1.4 million of acquisition related costs due to the above acquisitions, which were recognized in selling, marketing and administration expense in the period. The weighted average amortization period of the acquired technology was approximately 4.2 years and the amortization period of the patent acquired was approximately 1 year during the six months ended August 28, 2010.

19

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

Pro forma results of operations for the acquisitions have not been presented because the effects of the operations are not considered to be material to the Company’s consolidated results of operations and financial condition.

8. PRODUCT WARRANTY

The Company estimates its warranty costs at the time of revenue recognition based on historical warranty claims experience, expectations of future return rates and unit warranty repair costs. The expense is recorded in cost of sales. The warranty accrual balance is reviewed quarterly to establish that it materially reflects the remaining obligation, based on the anticipated future expenditures over the balance of the obligation period. Adjustments are made when the actual warranty claim experience differs from these estimates.

The change in the Company’s warranty expense and actual warranty experience for the six months ended August 28, 2010 as well as the accrued warranty obligations as at August 28, 2010 are set forth in the following table:

Accrued warranty obligations as at February 27, 2010	$	252,317
Warranty costs incurred for the six months ended August 28, 2010		(288,608	)
Warranty provision for the six months ended August 28, 2010		368,262
Adjustments for changes in estimate for the six months ended August 28, 2010		26,847
Accrued warranty obligations as at August 28, 2010	$	358,818

9. INCOME TAXES

For the six months ended August 28, 2010, the Company’s net income tax expense was $590.7 million or a net effective income tax rate of 27.4% compared to a net income tax expense of $240.2 million or a net effective income tax rate of 17.7% in the six months ended August 29, 2009. On March 12, 2009, the Government of Canada enacted changes to the Income Tax Act (Canada) that allowed RIM to calculate its fiscal 2009 and subsequent fiscal year Canadian income tax expense based on the U.S. dollar (the Company’s functional currency). As such, the Company recorded tax benefits of $145.0 million related to the enactment of the functional currency rules in the first six months of fiscal 2010.

The Company has not recorded a valuation allowance against its deferred income tax assets (August 29, 2009 — $nil).

The Company has not provided for Canadian deferred income taxes or foreign withholding taxes that would apply on the distribution of the earnings of its non-Canadian subsidiaries, as these earnings are intended to be reinvested indefinitely.

The Company’s total unrecognized income tax benefits as at August 28, 2010 was $166.8 million (February 27, 2010 — $161.2 million). The increase in unrecognized income tax benefits in the six months ended August 28, 2010 primarily relates to an increase in uncertain tax positions related to prior periods offset by the settlement of an uncertain tax position in the current fiscal year.

As at August 28, 2010, the total unrecognized income tax benefit of $166.8 million includes approximately $118.9 million of unrecognized income tax benefits that have been netted against related deferred income tax assets. The remaining $47.9 million is recorded within current taxes payable and other non-current taxes payable

20

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

on the Company’s consolidated balance sheet.

The Company’s total unrecognized income tax benefits that, if recognized, would affect the Company’s effective tax rate as at August 28, 2010 were $166.8 million (February 27, 2010 - $161.2 million).

A summary of open tax years by major jurisdiction is presented below:

Canada (1)	Fiscal 2003 — 2010
United States (1)	Fiscal 2003 — 2010
United Kingdom	Fiscal 2004 — 2010

(1) Includes federal as well as provincial and state jurisdictions, as applicable.

The Company is subject to ongoing examination by tax authorities in the jurisdictions in which it operates. The Company regularly assesses the status of these examinations and the potential for adverse outcomes to determine the adequacy of the provision for income taxes. The Canada Revenue Agency (“CRA”) is currently examining the Company’s fiscal 2006 to fiscal 2009 Canadian corporate tax filings. The Company has other non-Canadian income tax audits pending. While the final resolution of these audits is uncertain, the Company believes the ultimate resolution of these audits will not have a material adverse effect on its results of operations and financial condition. The Company believes it is reasonably possible that approximately $7.8 million of its gross unrecognized income tax benefits will decrease in the next twelve months.

The Company recognizes interest and penalties related to unrecognized income tax benefits as interest expense that is netted and reported within investment income. The amount of interest accrued as at August 28, 2010 was approximately $10.0 million (February 27, 2010 – approximately $9.3 million). The amount of penalties accrued as at August 28, 2010 and February 27, 2010 was nil.

21

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

10. STOCK-BASED COMPENSATION

Stock Option Plan

The Company recorded compensation expense and a credit to paid-in-capital of $7.8 million and $15.8 million for the three and six months ended August 28, 2010 ($9.4 million and $18.9 million for the three and six months ended August 29, 2009) with respect to stock options.

The Company has presented tax benefits (deficiencies) from the exercise of stock-based compensation awards as a financing activity in the consolidated statement of cash flows.

Stock options granted under the plan generally vest over a period of five years and are generally exercisable over a period of six years to a maximum of ten years from the grant date. The Company issues new shares to satisfy stock option exercises. There are 5.2 million stock options vested and not exercised as at August 28, 2010. There are 13.7 million stock options available for future grants under the stock option plan.

In fiscal 2010, the Company completed the repricing to a higher exercise price of certain of its outstanding stock options. This repricing followed a voluntary internal review by the Company of its historical stock option granting practices. Repriced options in fiscal 2010, which were all done on a voluntary basis between the Company and the option holder, included 27 stock option grants to 25 individuals in respect of options to acquire 456,800 common shares. As the repricing of stock options reflects an increase in the exercise price of the option, there is no incremental stock compensation expense related to these repricing events.

As part of a settlement agreement reached with the Ontario Securities Commission (“OSC”), on February 5, 2009, Messrs. Balsillie, Lazaridis and Kavelman agreed to contribute, in aggregate, a total of approximately CAD $83.1 million to RIM, consisting of (i) a total of CAD $38.3 million to RIM in respect of the outstanding benefit arising from incorrectly priced stock options granted to all RIM employees from 1996 to 2006, and (ii) a total of CAD $44.8 million to RIM (CAD $15.0 million of which had previously been paid) to defray costs incurred by RIM in the investigation and remediation of stock options, granting practices and related governance practices at RIM. These contributions are being made through Messrs. Balsillie, Lazaridis and Kavelman undertaking not to exercise certain vested RIM options to acquire an aggregate of 1,160,129 common shares of RIM. These options have a fair value equal to the aggregate contribution amounts determined using a Black-Scholes-Merton (“BSM”) calculation based on the last trading day prior to the day the OSC issued a notice of hearing in respect of the matters giving rise to the settlement. In the first quarter of fiscal 2010, options to acquire an aggregate of 758,837 common shares of RIM expired in satisfaction of the undertakings not to exercise options. The remaining options subject to the undertakings are shown as outstanding, vested and exercisable as at August 28, 2010 in the table below and expire at specified dates between August 29, 2010 and October 2013.

22

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

A summary of option activity since February 27, 2010 is shown below:

	Options Outstanding
				Weighted-		Average
				Average		Remaining		Aggregate
	Number			Exercise		Contractual		Intrinsic
	(in 000’s)			Price		Life in Years		Value
Balance as at February 27, 2010		9,023		$	44.18
Exercised during the period		(1,455	)		8.23
Forfeited/cancelled/expired during the period		(68	)		63.65
Balance as at August 28, 2010		7,500		$	50.94		2.30	$	88,628
Vested and expected to vest as at August 28, 2010		7,333		$	50.37		2.28	$	88,273
Exercisable as at August 28, 2010		5,175		$	39.65		1.79	$	83,659

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the aggregate difference between the closing stock price of the Company’s common shares on the last trading day for the six months ended August 28, 2010 and the exercise price for in-the-money options) that would have been received by the option holders if all in-the-money options had been exercised on the last trading day for the six months August 28, 2010. The intrinsic value of stock options exercised during the six months ended August 28, 2010, calculated using the average market price during the period, was approximately $54.11 per share.

A summary of unvested stock options since February 27, 2010 is shown below:

	Options Outstanding
				Weighted
				Average
				Grant
	Number			Date Fair
	(in 000’s)			Value
Balance as at February 27, 2010		3,056		$	32.44
Vested during the period		(677	)		17.31
Forfeited during the period		(54	)		31.24
Balance as at August 28, 2010		2,325		$	36.87

As at August 28, 2010, there was $58.8 million of unrecognized stock-based compensation expense related to unvested stock options which will be expensed over the vesting period, which, on a weighted-average basis, results in a period of approximately 1.6 years. The total fair value of stock options vested during the six months ended August 28, 2010 was $11.7 million. Cash received from the stock options exercised for the six months ended August 28, 2010 was $12.0 million (August 29, 2009 — $18.9 million). Tax deficiencies incurred by the

23

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

Company related to the stock options exercised was $0.3 million for the six months ended August 28, 2010 (August 29, 2009 — tax benefits realized of $2.7 million).

During the six months ended August 28, 2010, there were no stock options granted. During the six months ended August 29, 2009, there were 559,000 options granted. The weighted-average fair value of the stock options granted during the six months ended August 29, 2009 was calculated using the BSM option-pricing model with the following assumptions:

	Six Months
	Ended
	August 29,
	2009
Number of options granted (000’s)		559
Weighted-average grant date fair value of stock options granted during the period	$	33.02
Assumptions:
Risk-free interest rate		1.8	%
Expected life in years		4.2
Expected dividend yield		0	%
Volatility		65.2	%

The Company has no current expectation of paying cash dividends on its common shares. The risk-free interest rates utilized during the life of the stock options were based on a U.S. Treasury security for an equivalent period. The Company estimated the volatility of its common shares at the date of grant based on a combination of the implied volatility of publicly traded options on its common shares, and historical volatility, as the Company believes that this was a better indicator of expected volatility going forward. The expected life of stock options granted under the plan was based on historical exercise patterns, which the Company believes were representative of future exercise patterns.

Restricted Share Unit Plan

The Company recorded compensation expense with respect to Restricted Shares Units (“RSUs”) of $9.0 million and $16.9 million in the three and six months ended August 28, 2010 ($3.6 million and $6.8 million for the three and six months ended August 29, 2009).

During the six months ended August 28, 2010, a trustee selected by the Company purchased 384,000 common shares for total consideration of approximately $21.9 million to comply with its obligations to deliver shares upon vesting (727,750 common shares were purchased for cash consideration of approximately $45.1 million during the six months ended August 29, 2009). These purchased shares are classified as treasury stock for accounting purposes and included in the shareholders’ equity section of the Company’s consolidated balance sheets.

24

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

A summary of RSU activity since February 27, 2010 is shown below:

	RSUs Outstanding
				Weighted		Average
				Average		Remaining		Aggregate
	Number			Grant Date		Contractual		Instrinsic
	(in 000’s)			Fair Value		Life in Years		Value
Balance as at February 27, 2010		1,449		$	66.09
Granted during the period		413			54.82
Released during the period		(105	)		66.74
Cancelled during the period		(19	)		65.90
Balance as at August 28, 2010		1,738		$	63.37		1.94	$	79,971
Vested and expected to vest at August 28, 2010		1,600		$	63.45		1.93	$	73,600

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the aggregate closing share price of the Company’s common shares on the last trading day for the six months ended August 28, 2010) that would have been received by RSU holders if all RSUs had been redeemed on the last trading day for the six months ended August 28, 2010.

As of August 28, 2010, there was $70.3 million of unrecognized compensation expense related to RSUs which will be expensed over the vesting period, which, on a weighted-average basis, results in a period of approximately 1.6 years.

Deferred Share Unit Plan

The Company issued 9,099 Deferred Share Units (“DSUs”) in the six months ended August 28, 2010. There are 43,900 DSUs outstanding as at August 28, 2010 (August 29, 2009 — 25,338). The Company had a liability of $2.1 million in relation to the Deferred Share Unit Plan as at August 28, 2010 (August 29, 2009 — $1.9 million).

25

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

11. CAPITAL STOCK

The following details the changes in issued and outstanding common shares for the six months ended August 28, 2010:

	Capital Stock						Treasury Stock
	Shares						Shares
	Outstanding						Outstanding
	(000’s)			Amount			(000’s)			Amount
Common shares outstanding as at February 27, 2010		557,329		$	2,207,609			1,459		$	(94,463	)
Exercise of stock options		1,455			12,000			—			—
Transfers to capital stock resulting from stock option exercises		—			9,147			—			—
Common shares repurchased		(34,321	)		(130,173	)		—			—
Purchase of treasury stock		—			—			384			(21,853	)
Release of treasury stock		—			—			(105	)		6,738
Common shares outstanding as at August 28, 2010		524,463		$	2,098,583			1,738		$	(109,578	)

On November 4, 2009, the Company’s Board of Directors authorized the repurchase of common shares up to an authorized limit of $1.2 billion (the “2010 Repurchase Program”). The Company repurchased 5.9 million common shares at a cost of $409.9 million during the three months ended May 29, 2010. There was a reduction of $22.5 million to capital stock and the amount paid in excess of the per share paid-in capital of the common shares of $387.4 million was charged to retained earnings. All common shares repurchased by the Company pursuant to the 2010 Repurchase Program have been cancelled. Under the 2010 Repurchase Program, the Company has repurchased a total of 18.2 million common shares for an aggregate cost of $1.19 billion, resulting in the effective completion of the 2010 Repurchase Program.

On June 24, 2010, the Company’s Board of Directors authorized a share repurchase program to purchase for cancellation up to approximately 31 million common shares (the “2011 Repurchase Program”). Under the 2011 Repurchase Program, during the three months ended August 28, 2010, the Company repurchased and cancelled 28.4 million common shares at a cost of $1.53 billion. There was a reduction of $107.6 million to capital stock and the amount paid in excess of the per share paid-in capital of the common shares of $1.43 billion was charged to retained earnings. The 2011 Repurchase Program will remain in place for up to 12 months from its inception or until the purchases are completed or the program is terminated by the Company.

The Company had 524.5 million voting common shares outstanding, 7.5 million stock options to purchase voting common shares outstanding, 1.7 million RSUs outstanding and 43,900 DSUs outstanding as at September 14, 2010.

26

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

12. EARNINGS PER SHARE

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

	Three Months Ended				Six Months Ended
	August 28,		August 29,		August 28,		August 29,
	2010		2009		2010		2009
Net income for basic and diluted earnings per share available to common shareholders	$	796,704	$	475,621	$	1,565,606	$	1,118,651
Weighted-average number of shares outstanding (000’s) — basic		544,073		567,789		549,372		567,288
Effect of dilutive securities (000’s) — stock-based compensation		2,314		5,776		2,882		6,153
Weighted-average number of shares and assumed conversions (000’s) — diluted		546,387		573,565		552,254		573,441
Earnings per share — reported
Basic	$	1.46	$	0.84	$	2.85	$	1.97
Diluted	$	1.46	$	0.83	$	2.83	$	1.95

13. COMPREHENSIVE INCOME

     The components of comprehensive income are shown in the following tables:

	Three Months Ended
	August 28,			August 29,
	2010			2009
Net income	$	796,704		$	475,621
Net change in unrealized gains (losses) on available-for-sale investments		(606	)		3,362
Net change in fair value of derivatives designated as cash flow hedges during the period, net of income tax recovery of $10,737 (August 29, 2009 - income tax recovery of $2,364)		(27,659	)		(7,190	)
Amounts reclassified to earnings during the period, net of income tax of $10,001 (August 29, 2009 - income tax recovery of $3,697)		(25,340	)		9,358
Comprehensive income	$	743,099		$	481,151

27

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

	Six Months Ended
	August 28,			August 29,
	2010			2009
Net income	$	1,565,606		$	1,118,651
Net change in unrealized gains (losses) on available-for-sale investments		(5,670	)		7,537
Net change in fair value of derivatives designated as cash flow hedges during the period, net of income tax of $10,776 (August 29, 2009 - income tax recovery of $9,816)		26,880			(28,887	)
Amounts reclassified to earnings during the period, net of income tax of $21,832 (August 29, 2009 - income tax recovery of $5,626)		(54,743	)		12,930
Comprehensive income	$	1,532,073		$	1,110,231
The components of accumulated other comprehensive income are as follows:
	As at
	August 28,			February 27,
	2010			2010
Accumulated net unrealized gains on available-for-sale investments	$	1,045		$	6,715
Accumulated net unrealized gains on derivative instruments designated as cash flow hedges		16,514			44,377
Total accumulated other comprehensive income	$	17,559		$	51,092
The components of unrealized gains (losses) on derivative instruments are as follows:
	As at
	August 28,			February 27,
	2010			2010
Unrealized gains included in other current assets	$	59,940		$	97,261
Unrealized losses included in accrued liabilities		(41,660	)		(6,164	)
Net fair value of unrealized gains on derivative instruments	$	18,280		$	91,097

28

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

14. FOREIGN EXCHANGE GAINS AND LOSSES

Selling, marketing and administration expense for the three and six months ended August 28, 2010 included $1.0 million and $4.7 million with respect to foreign exchange gains, respectively (three and six months ended August 29, 2009 — foreign exchange losses of $6.2 million and $56.5 million, respectively). In the first quarter of fiscal 2010, the company recorded a $54.3 million charge primarily relating to the reversal of foreign exchange gains previously recorded in fiscal 2009 on the revaluation of Canadian dollar denominated tax liability balances. Throughout fiscal 2009, foreign exchange gains were offset by foreign exchange losses incurred as a part of the Company’s risk management foreign currency hedging program. With the enactment of changes to the functional currency tax legislation by the Government of Canada in the first quarter of fiscal 2010, the Company changed the basis for calculating its income tax provision for its Canadian operations from Canadian dollars, to the U.S. dollar (the Company’s functional currency), with an effective date being the beginning of fiscal 2009. The gains realized on the revaluation of these tax liabilities previously denominated in Canadian dollars throughout fiscal 2009 were reversed upon enactment of the changes to the rules in the first quarter of fiscal 2010.

15. COMMITMENTS AND CONTINGENCIES

(a)	Credit Facility
	The Company has $150.0 million in unsecured demand credit facilities (the “facilities”) to support and secure operating and financing requirements. As at August 28, 2010, the Company has utilized $7.3 million of the facilities for outstanding letters of credit and $142.7 million of the facilities are unused.
(b)	Litigation
	The Company is involved in litigation in the normal course of its business, both as a defendant and as a plaintiff. The Company may be subject to claims (including claims related to patent infringement, purported class actions and derivative actions) either directly or through indemnities against these claims that it provides to certain of it partners. In particular, the industry in which the Company competes has many participants that own, or claim to own, intellectual property, including participants that have been issued patents and may have filed patent applications or may obtain additional patents and proprietary rights for technologies similar to those used by the Company in its products. The Company has received, and may receive in the future, assertions and claims from third parties that the Company’s products infringe on their patents or other intellectual property rights. Litigation has been and will likely continue to be necessary to determine the scope, enforceability and validity of third-party proprietary rights or to establish the Company’s proprietary rights. Regardless of whether claims that the Company is infringing patents or other intellectual property rights have any merit, those claims could be time-consuming to evaluate and defend, result in costly litigation, divert management’s attention and resources, subject the Company to significant liabilities and could have the other effects that are described in greater detail under “Risk Factors — Risks Related to Intellectual Property” in RIM’s Annual Information Form for the fiscal year ended February 27, 2010, which is included in RIM’s Annual Report on Form 40-F for the fiscal year ended February 27, 2010. Additional lawsuits and claims, including purported class actions and derivative actions, may also be filed or made based upon the Company’s historical stock option granting practices.
	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 it is considered likely for a material exposure to result and where the amount of the claim is quantifiable, provisions for loss are made based on management’s assessment of the likely outcome. The Company does not provide for claims that are considered unlikely to result in a significant loss, claims for which the outcome is not determinable or claims where the amount of the loss cannot be reasonably estimated. Any settlements or awards under such claims are provided for when reasonably determinable.

29

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

16. DERIVATIVE FINANCIAL INSTRUMENTS

Values of derivative instruments outstanding were as follows:

	As at August 28, 2010
	Notional		Estimated
Assets (Liabilities)	Amount		Fair Value
Currency forward contracts — asset	$	2,809,054	$	59,940
Currency forward contracts — liability	$	1,911,218	$	(41,660	)

	As at February 27, 2010
	Notional		Estimated
Assets (Liabilities)	Amount		Fair Value
Currency forward contracts — asset	$	2,630,304	$	97,261
Currency forward contracts — liability	$	574,776	$	(6,164	)

Foreign Exchange

The Company uses derivative instruments to manage exposures to foreign exchange risk resulting from transactions in currencies other than its functional currency, the U.S. dollar. The Company’s risk management objective in holding derivative instruments is to reduce the volatility of current and future income as a result of changes in foreign currency. To limit its exposure to adverse movements in foreign currency exchange rates, the Company enters into foreign currency forward and option contracts. The Company does not use derivative instruments for speculative purposes.

The majority of the Company’s revenues in the three and six months ended August 28, 2010 are transacted in U.S. dollars. However, portions of the revenues are denominated in Canadian dollars, Euros, and British Pounds. Purchases of raw materials are primarily transacted in U.S. dollars. Other expenses, consisting of the majority of salaries, certain operating costs and manufacturing overhead are incurred primarily in Canadian dollars. The Company enters into forward and option contracts to hedge portions of these anticipated transactions to reduce the volatility on income associated with the foreign currency exposures. The Company also enters into forward and option contracts to reduce the effects of foreign exchange gains and losses resulting from the revaluation of certain foreign currency monetary assets and liabilities.

The Company records all derivative instruments at fair value on the consolidated balance sheets. The fair value of these instruments is calculated based on quoted currency spot rates and interest rates. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative instrument and the resulting designation.

The Company’s accounting policies for these instruments outline the criteria to be met in order to designate a derivative instrument as a hedge and the methods for evaluating hedge effectiveness. Hedge effectiveness is formally assessed, both at hedge inception and on an ongoing basis, to determine whether the derivatives used in hedging transactions are highly effective in offsetting changes in the value of the hedged items. If an anticipated transaction is deemed no longer likely to occur, the corresponding derivative instrument is de-designated as a hedge and any associated deferred gains and losses in accumulated other comprehensive income are recognized in earnings at that time. Any future changes in the fair value of the instrument are recognized in current earnings. The Company did not reclassify any significant gains (losses) from accumulated other comprehensive income into income as a result of the de-designation of any derivative instrument as a hedge during the six months ended August 28, 2010.

30

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

For any derivative instruments that do not meet the requirements for hedge accounting, or for any derivative instrument for which hedge accounting is not elected, the changes in fair value of the instruments are recognized in income in the current period and will generally offset the changes in the U.S. dollar value of the associated asset, liability, or forecasted transaction.

The Company enters into forward and option contracts to hedge exposures relating to foreign currency anticipated transactions. These contracts have been designated as cash flow hedges, with the effective portion of the change in fair value initially recorded in accumulated other comprehensive income and subsequently reclassified to income in the period in which the cash flows from the associated hedged transactions affect income. Any ineffective portion of the change in fair value of the cash flow hedge is recognized in current period income. As at August 28, 2010 and August 29, 2009, the derivatives designated as cash flow hedges were considered to be fully effective with no resulting portions being designated as ineffective. The maturity dates of these instruments range from September 2010 to April 2013. As at August 28, 2010, the net unrealized gains on these forward contracts was $22.8 million (February 27, 2010 — net unrealized gains of $62.2 million). Unrealized gains associated with these contracts were recorded in other current assets and accumulated other comprehensive income. Unrealized losses were recorded in accrued liabilities and accumulated other comprehensive income. As at August 28, 2010, the Company estimates that approximately $23.4 million of net unrealized gains on these forward contracts will be reclassified into income within the next twelve months.

The following table shows the fair values of derivative instruments designated as cash flow hedges in the consolidated balance sheets:

	As at
	August 28, 2010			February 27, 2010
	Balance Sheet			Balance Sheet
	Classification	Fair Value		Classification	Fair Value
Currency forward contracts — asset	Other current assets	$	45,055	Other current assets	$	66,246
Currency forward contracts — liability	Accrued liabilities	$	22,230	Accrued liabilities	$	4,039

The following table shows the impact of derivative instruments designated as cash flow hedges on the consolidated statements of operations for the three and six months ended August 28, 2010:

				Location of Gain (Loss)	Amount of Gain Reclassified from
	Amount of Gain (Loss)			Reclassified from	Accumulated OCI into Income (Effective
	Recognized in OCI on			Accumulated OCI into	Portion)
	Derivative Instruments			Income (Effective	Three Months Ended		Six Months Ended
	(Effective Portion)			Portion)	August 28, 2010		August 28, 2010
Currency Forward Contracts	$	30,355		Revenue	$	30,489	$	60,184
Currency Forward Contracts	$	(1,663	)	Cost of sales	$	912	$	4,478
Currency Forward Contracts	$	(3,601	)	Selling, marketing and administration	$	2,263	$	4,467
Currency Forward Contracts	$	(2,267	)	Research and development	$	1,676	$	7,447

31

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

The following table shows the impact of derivative instruments designated as cash flow hedges on the consolidated statements of operations for the three and six months ended August 29, 2009:

				Location of Gain (Loss)	Amount of Gain (Loss) Reclassified from
	Amount of Gain (Loss)			Reclassified from	Accumulated OCI into Income (Effective
	Recognized in OCI on			Accumulated OCI into	Portion)
	Derivative Instruments			Income (Effective	Three Months Ended			Six Months Ended
	(Effective Portion)			Portion)	August 29, 2009			August 29, 2009
Currency Forward Contracts	$	(33,970	)	Revenue	$	(18,182	)	$	(12,138	)
Currency Forward Contracts	$	3,638		Cost of sales	$	1,367		$	(1,008	)
Currency Forward Contracts	$	2,476		Selling, marketing and administration	$	1,484		$	(1,168	)
Currency Forward Contracts	$	6,113		Research and development	$	2,276		$	(2,975	)

As part of its foreign exchange hedging strategy, the Company may maintain net monetary asset and/or liability balances in foreign currencies. The Company enters into foreign exchange forward contracts to hedge certain monetary assets and liabilities that are exposed to foreign currency risk. The principal currencies hedged include the Canadian dollar, Euro, and British Pound. These contracts are not subject to hedge accounting, and any gains or losses are recognized in income each period, offsetting the change in the U.S. dollar value of the asset or liability. The maturity dates of these instruments range from September 2010 to March 2011. As at August 28, 2010, net unrealized losses of $4.5 million were recorded in respect of these instruments (February 27, 2010 — net unrealized gains of $28.9 million). Unrealized gains associated with these contracts were recorded in other current assets and selling, marketing and administration. Unrealized losses were recorded in accrued liabilities and selling, marketing and administration.

The following table shows the fair values of derivative instruments that are not subject to hedge accounting in the consolidated balance sheets:

	As at
	August 28, 2010			February 27, 2010
	Balance Sheet	Fair		Balance Sheet	Fair
	Classification	Value		Classification	Value
Currency forward contracts — asset	Other current assets	$	14,885	Other current assets	$	31,014
Currency forward contracts — liability	Accrued liabilities	$	19,430	Accrued liabilities	$	2,126

32

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

The following table shows the impact of derivative instruments that are not subject to hedge accounting on the consolidated statement of operations for the three and six months ended August 28, 2010:

		Amount of Gain (Loss) in Income on
		Derivative Instruments
	Location of Gain (Loss) Recognized in	Three Months Ended			Six Months Ended
	Income on Derivative Instruments	August 28, 2010			August 28, 2010
Currency forward contracts	Selling, marketing and administration	$	(22,844	)	$	27,191
Currency option contracts	Selling, marketing and administration	$	1,048		$	1,007

The following table shows the impact of derivative instruments that are not subject to hedge accounting on the consolidated statement of operations for the three and six months ended August 29, 2009:

		Amount of Gain (Loss) in Income on
		Derivative Instruments
	Location of Gain (Loss) Recognized in	Three Months Ended			Six Months Ended
	Income on Derivative Instruments	August 29, 2009			August 29, 2009
Currency forward contracts	Selling, marketing and administration	$	(42,684	)	$	(98,851	)
Currency option contracts	Selling, marketing and administration	$	137		$	(889	)

Credit

The Company is exposed to credit risk on derivative financial instruments arising from the potential for counterparties to default on their contractual obligations. The Company mitigates this risk by limiting counterparties to highly rated financial institutions and by continuously monitoring their creditworthiness. The Company’s exposure to credit loss and market risk will vary over time as a function of currency exchange rates. The Company measures its counterparty credit exposure as a percentage of the total fair value of the applicable derivative instruments. Where the net fair value of derivative instruments with any counterparty is negative, the Company deems the credit exposure to that counterparty to be nil. As at August 28, 2010, the maximum credit exposure to a single counterparty, measured as a percentage of the total fair value of derivative instruments with net unrealized gains was 20% (February 27, 2010 — 24%).

The Company is exposed to market and credit risk on its investment portfolio. The Company reduces this risk by investing in liquid, investment grade securities and by limiting exposure to any one entity or group of related entities. As at August 28, 2010, no single issuer represented more than 12.9% of the total cash, cash equivalents and investments (August 29, 2009 — no single issuer represented more than 10.2% of the total cash, cash equivalents and investments).

Interest Rate

Cash, 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 does not currently utilize interest rate derivative instruments in its investment portfolio.

33

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

17. SEGMENT DISCLOSURES

The Company is organized and managed as a single reportable business segment. The Company’s operations are substantially all related to the research, design, manufacture and sales of wireless communications products, services and software.

Revenue, classified by major geographic segments in which our customers are located, was as follows:

	Three Months Ended						Six Months Ended
	August 28,			August 29,			August 28,			August 29,
	2010			2009			2010			2009
Revenue
Canada	$	285,570		$	190,016		$	519,671		$	344,947
United States		2,220,419			2,286,138			4,294,502			4,511,775
United Kingdom		428,816			310,869			898,139			583,674
Other		1,686,530			738,669			3,144,416			1,508,806
	$	4,621,335		$	3,525,692		$	8,856,728		$	6,949,202
Revenue
Canada		6.2	%		5.4	%		5.9	%		5.0	%
United States		48.0	%		64.8	%		48.5	%		64.9	%
United Kingdom		9.3	%		8.8	%		10.1	%		8.4	%
Other		36.5	%		21.0	%		35.5	%		21.7	%
		100.0	%		100.0	%		100.0	%		100.0	%

34

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

	Three Months Ended				Six Months Ended
	August 28,		August 29,		August 28,		August 29,
	2010		2009		2010		2009
Revenue mix
Devices	$	3,641,764	$	2,866,433	$	6,990,507	$	5,654,402
Service		770,967		500,699		1,463,990		951,283
Software		71,736		60,585		136,014		122,856
Other		136,868		97,975		266,217		220,661
	$	4,621,335	$	3,525,692	$	8,856,728	$	6,949,202

	As at
	August 28,		February 27,
	2010		2010
Property, plant and equipment, intangible assets and goodwill
Canada	$	3,040,311	$	2,605,267
United States		780,798		682,291
United Kingdom		41,671		46,009
Other		103,391		99,938
	$	3,966,171	$	3,433,505
Total assets
Canada	$	4,938,221	$	4,502,522
United States		3,760,445		4,059,174
United Kingdom		1,159,608		1,195,534
Other		580,976		447,179
	$	10,439,250	$	10,204,409

35

Research In Motion Limited
Notes to the Consolidated Financial Statements
(unaudited)
In thousands of United States dollars, except share and per share data and except as otherwise indicated

18. CASH FLOW INFORMATION

Cash flows resulting from net changes in working capital items are as follows:

	Six Months Ended
	August 28,			August 29,
	2010			2009
Accounts receivable, net	$	(614,160	)	$	(251,974	)
Other receivables		59,739			(86,508	)
Inventories		14,747			98,185
Other current assets		32,037			(17,398	)
Accounts payable		274,931			47,666
Accrued liabilities		236,622			365,117
Income taxes payable		19,716			(362,167	)
Deferred revenue		11,479			13,078
	$	35,111		$	(194,001	)

36

DOCUMENT 2

RESEARCH IN MOTION LIMITED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED AUGUST 28, 2010

September 17, 2010

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with the unaudited interim consolidated financial statements and the accompanying notes (the “Consolidated Financial Statements”) of Research In Motion Limited (“RIM” or the “Company”) for the three months and six months ended August 28, 2010 and the Company’s audited consolidated financial statements and accompanying notes, and MD&A, for the fiscal year ended February 27, 2010. The Consolidated Financial Statements are presented in U.S. dollars and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). All financial information in this MD&A is presented in U.S. dollars, unless otherwise indicated.

RIM has prepared this MD&A with reference to National Instrument 51-102 “Continuous Disclosure Obligations” of the Canadian Securities Administrators. Under the U.S./Canada Multijurisdictional Disclosure System, the Company is permitted to prepare this MD&A in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. This MD&A provides information for the three months and six months ended August 28, 2010 and up to and including September 17, 2010.

Additional information about the Company, including the Company’s Annual Information Form for the fiscal year ended February 27, 2010, which is included in RIM’s Annual Report on Form 40-F for the fiscal year ended February 27, 2010, can be found on SEDAR at www.sedar.com and on the website of the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov.

Cautionary Note Regarding Forward-Looking Statements

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

• assumptions and expectations described in the Company’s critical accounting policies and estimates;

• the Company’s expectations regarding the adoption and impact of certain accounting pronouncements;

• the Company’s expectations regarding the average selling price (“ASP”) of its BlackBerry devices;

• the Company’s expectations regarding the timing of new product introductions;

• the Company’s estimates regarding revenue sensitivity for the effect of a change in ASP;

• the Company’s expectations regarding gross margin;

• the Company’s estimates regarding its effective tax rate;

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

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

The words “expect”, “anticipate”, “estimate”, “may”, “will”, “should”, “intend”, “believe”, “plan” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

estimates and assumptions made by RIM in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that RIM believes are appropriate in the circumstances. Many factors could cause RIM’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, which are discussed in greater detail in the “Risk Factors” section of RIM’s Annual Information Form for the fiscal year ended February 27, 2010, which is included in RIM’s Annual Report on Form 40-F for the fiscal year ended February 27, 2010:

• third-party claims for infringement of intellectual property rights by RIM and the outcome of any litigation with respect thereto;

• RIM’s ability to successfully obtain patent or other proprietary or statutory protection for its technologies and products;

• RIM’s ability to obtain rights to use software or components supplied by third parties;

• the potential impact of copyright levies in numerous countries;

• RIM’s ability to enhance current products and develop new products on a timely basis;

• intense competition within RIM’s industry, including the possibility that strategic transactions by RIM’s competitors or carrier partners could weaken RIM’s competitive position or require RIM to reduce its prices to compete effectively;

• RIM’s ability to establish new, and to build on existing, relationships with its network carrier partners and distributors, and its dependence on a limited number of significant customers;

• RIM’s reliance on its suppliers for functional components and the risk that suppliers will not be able to supply components on a timely basis or in sufficient quantities and/or meet RIM’s quality requirements;

• the continued quality and reliability of RIM’s products and services and the potential effect of defects in products and services;

• the efficient and uninterrupted operation of RIM’s network operations center and the networks of its carrier partners, and the risk of other business interruptions;

• dependence on key personnel and RIM’s ability to attract and retain key personnel;

• RIM’s ability to manage production facilities and its reliance on third-party manufacturers for certain products;

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

• risks associated with RIM’s expanding foreign operations;

• restrictions on import and use of RIM’s products in certain countries due to encryption of the products and services;

• reliance on strategic alliances and relationships with third-party network infrastructure developers, software platform vendors and service platform vendors;

• effective management of growth and ongoing development of RIM’s service and support operations;

• regulation, certification and health risks, and risks relating to the potential misuse of RIM’s products;

• reduced spending by customers due to the uncertainty of economic and geopolitical conditions;

• risks associated with acquisitions, investments and other business initiatives;

• foreign exchange risks;

• tax liabilities, resulting from changes in tax laws or otherwise, associated with RIM’s worldwide operations;

• general commercial litigation and other litigation claims as part of RIM’s operations;

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Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

• changes in interest rates affecting RIM’s investment portfolio and the creditworthiness of its investment portfolio;

• government regulation of wireless spectrum and radio frequencies;

• liabilities or additional costs that could result from the collection, storage, transmission, use and distribution of user and personal information;

• expansion and availability of attractive content for BlackBerry App World™;

• difficulties in forecasting RIM’s quarterly financial results and the growth of its subscriber base; and

• risks related to RIM’s historical stock option granting practices.

These factors should be considered carefully, and readers should not place undue reliance on RIM’s forward-looking statements. RIM has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Overview

RIM is a leading designer, manufacturer and marketer of innovative wireless solutions for the worldwide mobile communications market. Through the development of integrated hardware, software and services that support multiple wireless network standards, RIM provides platforms and solutions for seamless access to time-sensitive information, including email, phone, short messaging service, Internet and intranet-based applications. RIM technology also enables a broad array of third party developers and manufacturers to enhance their products and services with wireless connectivity to data. RIM’s portfolio of award-winning products, services and embedded technologies are used by thousands of organizations and millions of consumers around the world and include the BlackBerry^® wireless solution, the RIM Wireless Handheld^TM product line, software development tools and other software and hardware. The Company’s sales and marketing efforts include collaboration with strategic partners and distribution channels, as well as its own supporting sales and marketing teams, to promote the sale of its products and services.

Sources of Revenue

RIM’s primary revenue stream is generated by the BlackBerry wireless solution, which includes sales of BlackBerry wireless devices, software and service. The BlackBerry wireless solution provides users with a wireless extension of their work and personal email accounts, including Microsoft® Outlook®, IBM® Lotus Notes®, Novell® GroupWise®, and many ISP email services.

RIM generates hardware revenues from sales, primarily to carriers, of BlackBerry wireless devices, which provide users with the ability to send and receive wireless messages and data. RIM’s BlackBerry wireless devices also incorporate a mobile phone, web-browsing capability and enable the use of data functions such as calendar, address book, task and memo lists and other functions associated with personal organizers. Certain BlackBerry devices also include multimedia capabilities.

RIM generates service revenues from billings to its BlackBerry subscriber account base primarily from a monthly infrastructure access fee charged to a carrier or reseller, which the carrier or reseller in turn bills the BlackBerry subscriber. The BlackBerry subscriber account base is the total of all subscriber accounts that have an active status at the end of a reporting period. Each carrier instructs RIM to create subscriber accounts and determines whether each subscriber account should have an active status. Each carrier is charged a

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Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

service fee for each subscriber account each month, with substantially all of such service fees having no regard to the amount of data traffic that the subscriber account passes over the BlackBerry architecture. If a carrier instructs RIM to deactivate a subscriber account, then RIM no longer includes that subscriber account in its BlackBerry subscriber account base and ceases billing the carrier with respect to such account from the date of notification of its deactivation. On a quarterly basis, RIM may make an estimate of pending deactivations for certain carriers that do not use a fully-integrated provisioning system. It is, however, each carrier’s responsibility to report changes to its subscriber account status on a timely basis to RIM. The number of subscriber accounts is a non-financial metric and is intended to highlight the change in RIM’s subscriber base and should not be relied upon as an indicator of RIM’s financial performance. The number of subscriber accounts does not have any standardized meaning prescribed by U.S. GAAP and may not be comparable to similar metrics presented by other companies.

An important part of RIM’s BlackBerry wireless solution is the software that is installed at the corporate or small- and medium-size enterprise server level, and in some cases, on personal computers. Software revenues include fees from (i) licensing RIM’s BlackBerry^® Enterprise Server™ (“BES”) software; (ii) BlackBerry^® Client Access Licenses (“CALs”), which are charged for each subscriber using the BlackBerry service via a BES; (iii) maintenance and upgrades to software; and (iv) technical support.

Revenues are also generated from non-warranty repairs, sales of accessories and non-recurring engineering development contracts (“NRE”).

Critical Accounting Policies and Estimates

General

The preparation of the Consolidated Financial Statements requires management to make estimates and assumptions with respect to the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. These estimates and assumptions are based upon management’s historical experience and are believed by management to be reasonable under the circumstances. Such estimates and assumptions are evaluated on an ongoing basis and form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from these estimates.

The Company’s critical accounting policies and estimates have been reviewed and discussed with the Company’s Audit & Risk Management Committee. There have not been any changes to the Company’s critical accounting policies and estimates from those disclosed in the Company’s annual MD&A for the fiscal year ended February 27, 2010, except as noted below.

In October 2009, the Financial Accounting Standards Board (the “FASB”) issued authoritative guidance on certain revenue arrangements that include software elements. The guidance amends previous literature to provide that software revenue recognition guidance should not be applied to tangible products containing software components and non-software components that function together to deliver the product’s essential functionality. As a result of this guidance, revenue from most of the Company’s devices and services, including its BlackBerry wireless devices, is no longer recognized using the industry-specific software revenue recognition guidance.

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Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

In October 2009, the FASB also issued authoritative guidance on revenue recognition for arrangements with multiple deliverables. The guidance amends previous literature to require an entity to use an estimated selling price when vendor-specific objective evidence of selling price (“VSOE”) or acceptable third party evidence of selling price (“TPE”) does not exist for products or services included in a multiple element arrangement. The arrangement consideration should be allocated among the products and services based upon their relative selling prices, thus eliminating the use of the residual method of allocation. The guidance also requires expanded qualitative and quantitative disclosures regarding significant judgments made and changes in applying the guidance.

The new authoritative guidance described above is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company adopted this authoritative guidance in the first quarter of fiscal 2011 on a prospective basis for applicable transactions entered into or materially modified after February 27, 2010. The adoption did not have a material impact on the Company’s results of operations or financial condition in the first six months of fiscal 2011, and the Company does not expect the adoption to have a material effect on financial statements in future periods.

The Company has not significantly changed its view on units of accounting, allocation of arrangement consideration to the units of accounting or the timing of revenue recognition. Due to the new authoritative guidance implemented in the first quarter of fiscal 2011, the Company has modified its revenue recognition accounting policy, which is described below.

Revenue recognition

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, the product has been delivered or the services have been provided to the customer, the sales price is fixed or determinable and collectability is reasonably assured. In addition to this general policy, the following paragraphs describe the specific revenue recognition policies for each of the Company’s major categories of revenue.

Devices

Revenue from the sale of BlackBerry wireless devices is recognized when title is transferred to the customer and all significant contractual obligations that affect the customer’s final acceptance have been fulfilled. For hardware products for which the software is deemed essential to the functionality of the hardware, the Company recognizes revenue in accordance with general revenue recognition accounting guidance. The Company records reductions to revenue for estimated commitments related to price protection and for customer incentive programs. The estimated cost of the incentive programs is accrued based on historical experience, as a reduction to revenue in the period in which the Company has sold the product and committed to a plan. Price protection is accrued as a reduction to revenue based on estimates of future price reductions and certain agreed customer inventories at the date of the price adjustment.

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Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Service

Revenue from service is recognized rateably on a monthly basis when the service is provided. In instances where the Company bills the customer prior to performing the service, the prebilling is recorded as deferred revenue.

Software

Revenue from licensed software is recognized at the inception of the license term and in accordance with industry-specific software revenue recognition accounting guidance. When the fair value of a delivered element has not been established, the Company uses the residual method to recognize revenue if the fair value of undelivered elements is determinable. Revenue from software maintenance, unspecified upgrades and technical support contracts is recognized over the period that such items are delivered or that services are provided.

Other

Revenue from the sale of accessories is recognized when title is transferred to the customer and all significant contractual obligations that affect the customer’s final acceptance have been fulfilled. Revenue from technical support contracts that extends beyond the current period is recorded as deferred revenue. Revenue from repair and maintenance programs is recognized when the service is delivered, which is when the title is transferred to the customer and all significant contractual obligations that affect the customer’s final acceptance have been fulfilled. Revenue for non-recurring engineering contracts is recognized as specific contract milestones are met. The attainment of milestones approximates actual performance.

Shipping and handling costs

Shipping and handling costs charged to earnings are included in cost of sales where they can be reasonably attributed to certain revenue; otherwise, they are included in selling, marketing and administration.

Multiple-element arrangements

The Company enters into revenue arrangements that may consist of multiple deliverables of its product and service offerings. The Company’s typical multiple-element arrangements involve: (i) handheld devices with services and (ii) software with technical support services.

For the Company’s arrangements involving multiple deliverables of handheld devices with services, the consideration from the arrangement is allocated to each respective element based on its relative selling price, using VSOE. In certain limited instances when the Company is unable to establish the selling price using VSOE, the Company attempts to establish selling price of each element based on TPE; however, the Company is generally unable to reliably determine the selling prices of similar competitor products and services on a stand-alone basis. In these instances, the Company uses best estimated selling price (“BESP”) in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis.

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Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company determines BESP for a product or service by considering multiple factors including, but not limited to, market conditions, competitive landscape, internal costs, gross margin objectives and pricing practices. The determination of BESP is made through consultation with, and formal approval by, the Company’s management, taking into consideration the Company’s marketing strategy.

For arrangements involving multiple deliverables of software with technical support services, the revenue is recognized based on the industry-specific software revenue recognition accounting guidance. If the Company is not able to determine VSOE for all of the deliverables of the arrangement, but is able to obtain VSOE for all undelivered elements, revenue is allocated using the residual method. Under the residual method, the amount of revenue allocated to delivered elements equals the total arrangement consideration less the aggregate fair value of any undelivered elements. If VSOE of any undelivered software items does not exist, revenue from the entire arrangement is initially deferred and recognized at the earlier of: (i) delivery of those elements for which VSOE did not exist or (ii) when VSOE can be established.

The Company regularly reviews VSOE, TPE and BESP, and maintains internal controls over the establishment and updates of these estimates. There were no material impacts to the amount of revenue recognized during the quarter, nor does the Company expect a material impact in the near term, from changes in VSOE, TPE or BESP.

Summary Results of Operations

Second quarter of fiscal 2011 compared to the second quarter of fiscal 2010

The following table sets forth certain unaudited consolidated statement of operations data and consolidated balance sheet data, which is expressed in thousands of dollars, except for share and per share amounts, and as a percentage of revenue, as at, and for the three months ended August 28, 2010 and August 29, 2009:

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Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

	As at and for the Three Months Ended
									Change
									Fiscal
	August 28, 2010				August 29, 2009				2011/2010
	(in thousands, except for per share amounts)
Revenue	$	4,621,335	100.0	%	$	3,525,692	100.0	%	$	1,095,643
Cost of sales		2,565,769	55.5	%		1,971,296	55.9	%		594,473
Gross margin		2,055,566	44.5	%		1,554,396	44.1	%		501,170
Operating expenses
Research and development		323,005	7.0	%		235,571	6.7	%		87,434
Selling, marketing and administration		546,077	11.8	%		429,748	12.2	%		116,329
Amortization		104,497	2.3	%		73,292	2.1	%		31,205
Litigation (1)		—	—			163,800	4.6	%		(163,800	)
		973,579	21.1	%		902,411	25.6	%		71,168
Income from operations		1,081,987	23.4	%		651,985	18.5	%		430,002
Investment income		6,406	0.1	%		7,625	0.2	%		(1,219	)
Income before income taxes		1,088,393	23.5	%		659,610	18.7	%		428,783
Provision for income taxes		291,689	6.3	%		183,989	5.2	%		107,700
Net income	$	796,704	17.2	%	$	475,621	13.5	%	$	321,083
Earnings per share
Basic	$	1.46			$	0.84			$	0.62
Diluted	$	1.46			$	0.83			$	0.63
Weighted-average number of shares outstanding (000’s)
Basic		544,073				567,789
Diluted		546,387				573,565
Total assets	$	10,439,250			$	9,224,434			$	1,214,816
Total liabilities	$	3,255,480			$	2,237,814			$	1,017,666
Total long-term liabilities	$	207,680			$	71,055			$	136,625
Shareholders’ equity	$	7,213,770			$	6,986,620			$	227,150

(1) In the second quarter of fiscal 2010, the Company settled all outstanding worldwide litigation (the “Visto” Litigation) with Visto Corporation (“Visto”). The key terms of the settlement involved the Company receiving a perpetual and fully-paid license on all Visto patents, a transfer of certain Visto intellectual property, a one-time payment by the Company of $267.5 million and the parties executing full and final releases in respect of the Visto Litigation. Of the total payment by the Company, $163.8 million was expensed as a litigation charge in the second quarter of fiscal 2010. The remainder of the payment was recorded as intangible assets. See “Results of Operations — Litigation Expense”.

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Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

Revenue for the second quarter of fiscal 2011 was $4.62 billion, an increase of approximately $1.09 billion, or 31.1%, from $3.53 billion in the second quarter of fiscal 2010. The number of BlackBerry wireless devices sold increased by approximately 3.8 million, or 45.8%, to approximately 12.1 million in the second quarter of fiscal 2011, compared to approximately 8.3 million in the second quarter of fiscal 2010. Device revenue increased by $775.3 million, or 27.0%, to $3.64 billion, primarily reflecting the higher number of devices sold. Service revenue increased by $270.3 million to $771.0 million, reflecting the increase of approximately 18 million net new BlackBerry subscriber accounts since the second quarter of fiscal 2010. The total BlackBerry subscriber account base increased to over 50 million as a result of approximately 4.5 million net subscriber account additions in the second quarter of fiscal 2011. Software revenue increased by $11.1 million to $71.7 million in the second quarter of fiscal 2011 and other revenue increased by $38.9 million to $136.9 million in the second quarter of fiscal 2011.

The Company’s net income for the second quarter of fiscal 2011 was $796.7 million, an increase of $321.1 million, or 67.5%, compared to net income of $475.6 million in the second quarter of fiscal 2010. The $321.1 million increase in net income in the second quarter of fiscal 2011 primarily reflects an increase in gross margin in the amount of $501.2 million, resulting primarily from the increased number of device shipments as well as an increase in service revenue as a result of additional subscriber accounts, which was partially offset by an increase of $107.7 million in the provision for income taxes, and an increase of $71.2 million in the Company’s operating expenses. Included in net income for the second quarter of fiscal 2010 was a litigation charge of $163.8 million, or $112.8 million net of tax, related to the settlement of the Visto Litigation. See “Results of Operations — Litigation Expense”.

Basic earnings per share (“basic EPS”) was $1.46 and diluted earnings per share (“diluted EPS”) was $1.46 in the second quarter of fiscal 2011, an increase of 73.8% and 75.9%, respectively, compared to $0.84 basic EPS and $0.83 diluted EPS in the second quarter of fiscal 2010. Diluted EPS of $0.83 in the second quarter of fiscal 2010 included approximately $0.20 from the impact of a litigation charge of $163.8 million, or $112.8 million net of tax, related to the settlement of the Visto Litigation. See “Results of Operations — Litigation Expense”.

A more comprehensive analysis of these factors is contained in “Results of Operations”.

On June 24, 2010, the Company’s Board of Directors authorized a share repurchase program to purchase for cancellation up to approximately 31 million common shares (the “2011 Repurchase Program”). In the second quarter of fiscal 2011, the Company repurchased and cancelled 28.4 million common shares at a cost of $1.53 billion pursuant to the 2011 Repurchase Program. The 2011 Repurchase Program will remain in place for up to 12 months from its inception or until the purchases are completed or the program is terminated by the Company. Shareholders may obtain, without charge, a copy of the Notice of Intention to make a Normal Course Issuer Bid that the Company filed with the Toronto Stock Exchange in connection with the 2011 Repurchase Program upon written request to the Corporate Secretary of the Company at 295 Phillip Street, Waterloo, Ontario, Canada, N2L 3W8.

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Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Three months ended August 28, 2010 compared to the three months ended August 29, 2009

Revenue

Revenue for the second quarter of fiscal 2011 was $4.62 billion, an increase of approximately $1.09 billion, or 31.1%, from $3.53 billion in the second quarter of fiscal 2010.

A comparative breakdown of the significant revenue streams is set forth in the following table:

	Three Months Ended
	August 28, 2010				August 29, 2009				Change Fiscal 2011/2010
Millions of devices sold		12.1				8.3				3.8		45.8	%
Average Selling Price	$	304			$	343			$	(39	)	(11.4	%)
Revenue (in thousands)
Devices	$	3,641,764	78.8	%	$	2,866,433	81.3	%	$	775,331		27.0	%
Service		770,967	16.7	%		500,699	14.2	%		270,268		54.0	%
Software		71,736	1.6	%		60,585	1.7	%		11,151		18.4	%
Other		136,868	2.9	%		97,975	2.8	%		38,893		39.7	%
	$	4,621,335	100.0	%	$	3,525,692	100.0	%	$	1,095,643		31.1	%

Device revenue increased by $775.3 million, or 27.0%, to $3.64 billion, or 78.8% of consolidated revenue, in the second quarter of fiscal 2011 compared to $2.87 billion, or 81.3% of consolidated revenue, in the second quarter of fiscal 2010. This increase in device revenue over the prior year was primarily attributable to a volume increase of approximately 3.8 million devices, or 45.8%, to approximately 12.1 million devices in the second quarter of fiscal 2011 compared to approximately 8.3 million devices in the second quarter of fiscal 2010. Consistent with the prior quarter, growth in non-North America markets continued to be a strong driver of growth as a result of increased demand for BlackBerry products and services. ASP decreased to $304 in the second quarter of fiscal 2011 from $343 in the second quarter of fiscal 2010, reflecting a shift in the mix of certain products shipped in the second quarter of fiscal 2011 and the expansion of the Company’s focus into broader market segments through the introduction of entry-level BlackBerry smartphones. The Company currently expects ASP in the third quarter of fiscal 2011 to be slightly higher than the second quarter of fiscal 2011 primarily due to new device introductions. ASP is dependent on a number of factors including projected future sales volumes, device mix, and new device introductions for the Company’s enterprise, prosumer and consumer offerings as well as pricing by competitors in the industry.

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Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company estimates that a $10, or 3.29%, change in blended ASP would result in a quarterly revenue change of approximately $121 million, based upon the Company’s volume of devices shipped in the second quarter of fiscal 2011.

Service revenue increased by $270.3 million, or 54.0%, to $771.0 million, or 16.7% of consolidated revenue in the second quarter of fiscal 2011, compared to $500.7 million, or 14.2% of consolidated revenue, in the second quarter of fiscal 2010, reflecting the Company’s increase in BlackBerry subscriber accounts since the second quarter of fiscal 2010. For the second quarter of fiscal 2011, net subscriber account additions were lower than anticipated at 4.5 million compared to approximately 3.8 million for the second quarter of fiscal 2010. In the early part of the second quarter the Company saw lower than expected net additions due to the timing of the Company’s product launches in North America and a large number of competitive offerings hitting the market, as well as lower than expected subscriber additions in the Middle East markets due to regulatory issues in the region. The total BlackBerry subscriber account base at the end of the second quarter of fiscal 2011 was over 50 million compared to approximately 32 million at the end of the second quarter of fiscal 2010. The Company continued to experience success in increasing BlackBerry penetration in enterprise, consumer and pre-paid markets during the second quarter. The percentage of the subscriber account base outside of North America at the end of the second quarter of fiscal 2011 was approximately 45%.

Software revenue includes fees from licensed BES software, CALs, technical support, maintenance and upgrades. Software revenue increased by approximately $11.1 million, or 18.4%, to $71.7 million in the second quarter of fiscal 2011 from $60.6 million in the second quarter of fiscal 2010. This increase is primarily attributable to software revenues earned from a recent business acquisition in the quarter.

Other revenue, which includes non-warranty repairs, accessories, NRE and gains and losses on revenue hedging instruments, increased by $38.9 million to $136.9 million in the second quarter of fiscal 2011 compared to $98.0 million in the second quarter of fiscal 2010. The majority of the increase was attributable to gains realized from revenue hedging instruments. See “Market Risk of Financial Instruments — Foreign Exchange” for additional information on the Company’s hedging instruments.

Gross Margin

Consolidated gross margin increased by $501.2 million, or 32.2%, to $2.06 billion, or 44.5% of revenue, in the second quarter of fiscal 2011, compared to $1.55 billion, or 44.1% of revenue, in the second quarter of fiscal 2010. The increase in consolidated gross margin was primarily due to an increase in the number of device shipments, an increase in service revenue as a result of additional subscriber accounts, which comprised 16.7% of total revenue mix in the second quarter of fiscal 2011 compared to 14.2% in the second quarter of fiscal 2010, along with a lower percentage of revenue from device shipments which comprised 78.8% of total revenue mix in the second quarter of fiscal 2011 compared to 81.3% in the second quarter of fiscal 2010. Gross margin percentage for devices is generally lower than the Company’s consolidated gross margin percentage.

The Company expects consolidated gross margin to be approximately 42% in the third quarter of fiscal 2011, based on the Company’s current expectation for product mix, device ASP, current product costs and foreign exchange.

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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, amortization, and litigation expenses for the quarter ended August 28, 2010, compared to the quarter ended May 29, 2010 and the quarter ended August 29, 2009. The Company believes it is meaningful to provide a comparison between the second quarter of fiscal 2011 and the first quarter of fiscal 2011 given that RIM’s quarterly operating results vary substantially.

	Three Months Ended
	(in thousands)
	August 28, 2010					May 29, 2010					August 29, 2009
			% of Revenue					% of Revenue					% of Revenue
Revenue	$	4,621,335				$	4,235,393				$	3,525,692
Operating expenses
Research and development	$	323,005		7.0	%	$	287,580		6.8	%	$	235,571		6.7	%
Selling, marketing and administration		546,077		11.8	%		482,841		11.4	%		429,748		12.2	%
Amortization		104,497		2.3	%		94,168		2.2	%		73,292		2.1	%
Litigation (1)		—		—			—		—			163,800		4.6	%
Total	$	973,579		21.1	%	$	864,589		20.4	%	$	902,411		25.6	%

(1) In the second quarter of fiscal 2010, a litigation charge of $163.8 million, or 4.6% of revenue, was recognized as a result of the settlement of the Visto Litigation. See “Results of Operations — Litigation Expense”. Excluding the impact of this item, total operating expenses was $738.6 million, or 20.9% of revenue, for the second quarter of fiscal 2010.

Total operating expenses for the second quarter of fiscal 2011 as a percentage of revenue increased by 0.7% to 21.1% of revenues when compared to the first quarter of fiscal 2011.

Research and Development Expenses

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

Research and development expenses increased by $35.4 million to $323.0 million, or 7.0% of revenue, in the second quarter of fiscal 2011, compared to $287.6 million, or 6.8% of revenue, in the first quarter of fiscal 2011. The majority of the increase was attributable to salaries and benefits due to an increase in the average headcount associated with research and development activities, as well as increased materials usage.

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Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Selling, Marketing and Administration Expenses

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

Selling, marketing and administration expenses increased by $63.2 million to $546.1 million for the second quarter of fiscal 2011 compared to $482.8 million for the first quarter of fiscal 2011. As a percentage of revenue, selling, marketing and administration expenses increased to 11.8% in the second quarter of fiscal 2011 from 11.4% in the first quarter of fiscal 2011. The net increase of $63.2 million was primarily attributable to increases in expenditures for marketing, advertising, promotion as well as increases in salary and benefits primarily incurred as a result of increased personnel.

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 second quarter of fiscal 2011 compared to the second quarter of fiscal 2010. Intangible assets are comprised of patents, licenses and acquired technology.

	Three Months Ended
	(in thousands)
	Included in Amortization						Included in Cost of Sales
	August 28, 2010		August 29, 2009		Change		August 28, 2010		August 29, 2009		Change
Property, plant and equipment	$	65,448	$	42,909	$	22,539	$	53,488	$	35,195	$	18,293
Intangible assets		39,049		30,383		8,666		50,244		32,136		18,108
Total	$	104,497	$	73,292	$	31,205	$	103,732	$	67,331	$	36,401

Amortization

Amortization expense relating to certain property, plant and equipment and certain intangible assets increased by $31.2 million to $104.5 million for the second quarter of fiscal 2011 compared to $73.3 million for the comparable period in fiscal 2010.

Total amortization expense with respect to certain property, plant and equipment was $65.4 million in the second quarter of fiscal 2011 compared to $42.9 million in the second quarter of fiscal 2010.

Total amortization expense with respect to certain intangible assets was $39.0 million in the second quarter of fiscal 2011 compared to $30.4 million in the second quarter of fiscal 2010.

The increased amortization expense in the second quarter of fiscal 2011 primarily reflects the impact of certain property, plant and equipment and intangible asset additions made over the last several quarters.

13

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cost of sales

Amortization expense relating to certain property, plant and equipment and certain intangible assets employed in the Company’s manufacturing operations and BlackBerry service operations increased by $36.4 million to $103.7 million for the second quarter of fiscal 2011 compared to $67.3 million for the comparable period in fiscal 2010.

Total amortization expense charged to cost of sales with respect to certain property, plant and equipment increased to $53.5 million in the second quarter of fiscal 2011 compared to $35.2 million in the second quarter of fiscal 2010.

Total amortization expense charged to cost of sales with respect to certain intangible assets was $50.2 million in the second quarter of fiscal 2011 compared to $32.1 million in the second quarter of fiscal 2010.

The increased amortization expense in the second quarter of fiscal 2011 primarily reflects the impact of certain property, plant and equipment and intangible asset additions made over the last several quarters.

Litigation Expense

In the second quarter of fiscal 2010, the Company settled the Visto Litigation. The key terms of the settlement involved the Company receiving a perpetual and fully-paid license on all Visto patents, a transfer of certain Visto intellectual property, a one-time payment by the Company of $267.5 million and the parties executing full and final releases in respect of the Visto Litigation. Of the total payment by the Company, $163.8 million was expensed as a litigation charge in the second quarter of fiscal 2010. The remainder of the payment was recorded as intangible assets.

Investment Income

Investment income decreased to $6.4 million in the second quarter of fiscal 2011, from $7.6 million in the second quarter of fiscal 2010. The decrease primarily reflects the decrease in the Company’s average cash, cash equivalents and investment balances and slight decreases in yields due to lower interest rates when compared to the same period in fiscal 2010. See “Liquidity and Capital Resources”.

Income Taxes

For the second quarter of fiscal 2011, the Company’s income tax expense was $291.7 million, resulting in an effective tax rate of 26.8% compared to income tax expense of $184.0 million and an effective tax rate of 27.9% for the comparable period in fiscal 2010. The Company’s effective tax rate reflects the geographic mix of earnings in jurisdictions with different tax rates.

Management anticipates the Company’s effective tax rate for the remainder of fiscal 2011 to be approximately 27% to 28%.

The Company has not provided for Canadian income taxes or foreign withholding taxes that would apply on the distribution of the earnings of its non-Canadian subsidiaries, as these earnings are intended to be reinvested indefinitely by these subsidiaries.

14

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net Income

The Company’s net income for the second quarter of fiscal 2011 was $796.7 million, an increase of $321.1 million, or 67.5%, compared to net income of $475.6 million in the second quarter of fiscal 2010. The $321.1 million increase in net income in the second quarter of fiscal 2011 primarily reflects an increase in gross margin in the amount of $501.2 million, resulting primarily from the increased number of device shipments as well as an increase in service revenue as a result of additional subscriber accounts, which was partially offset by an increase of $107.7 million in the provision for income taxes, and an increase of $71.2 million in the Company’s operating expenses. Included in net income for the second quarter of fiscal 2010 was a litigation charge of $163.8 million, or $112.8 million net of tax, related to the settlement of the Visto Litigation. See “Results of Operations — Litigation Expense”.

Basic EPS was $1.46 and diluted EPS was $1.46 in the second quarter of fiscal 2011, an increase of 73.8% and 75.9%, respectively, compared to $0.84 basic EPS and $0.83 diluted EPS in the second quarter of fiscal 2010. Diluted EPS of $0.83 in the second quarter of fiscal 2010 included approximately $0.20 from the impact of a litigation charge of $163.8 million, or $112.8 million net of tax, related to the settlement of the Visto Litigation. See “Results of Operations — Litigation Expense”.

The weighted average number of shares outstanding was 544.1 million common shares for basic EPS and 546.4 million common shares for diluted EPS for the quarter ended August 28, 2010 compared to 567.8 million common shares for basic EPS and 573.6 million common shares for diluted EPS for the quarter ended August 29, 2009.

Common Shares Outstanding

On September 14, 2010, there were 524.5 million common shares, 7.5 million options to purchase common shares, 1.7 million restricted share units and 43,900 deferred share units outstanding.

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

In the second quarter of fiscal 2011, the Company repurchased and cancelled 28.4 million common shares at a cost of $1.53 billion pursuant to the 2011 Repurchase Program. There was a reduction of $107.6 million to capital stock and the amount paid in excess of the per share paid-in capital of the common shares of $1.43 billion was charged to retained earnings. The 2011 Repurchase Program will remain in place for up to 12 months from its inception or until the purchases are completed or the program is terminated by the Company.

15

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Six months ended August 28, 2010 compared to the six months ended August 29, 2009

The following table sets forth certain unaudited consolidated statements of operations data, which is expressed in thousands of dollars, except for share and per share amounts, and as a percentage of revenue, for the six months ended August 28, 2010 and August 29, 2009:

	Six Months Ended
									Change Fiscal
	August 28, 2010				August 29, 2009				2011/2010
	(in thousands, except for per share amounts)
Revenue	$	8,856,728	100.0	%	$	6,949,202	100.0	%	$	1,907,526
Cost of sales		4,877,846	55.1	%		3,903,281	56.2	%		974,565
Gross margin		3,978,882	44.9	%		3,045,921	43.8	%		932,961
Operating expenses
Research and development		610,585	6.9	%		455,348	6.6	%		155,237
Selling, marketing and administration (1)		1,028,918	11.6	%		944,039	13.6	%		84,879
Amortization		198,665	2.2	%		140,688	2.0	%		57,977
Litigation (2)		—	—			163,800	2.4	%		(163,800	)
		1,838,168	20.7	%		1,703,875	24.5	%		134,293
Income from operations		2,140,714	24.2	%		1,342,046	19.3	%		798,668
Investment income		15,599	0.2	%		16,761	0.2	%		(1,162	)
Income before income taxes		2,156,313	24.4	%		1,358,807	19.6	%		797,506
Provision for income taxes (1)		590,707	6.7	%		240,156	3.5	%		350,551
Net income	$	1,565,606	17.7	%	$	1,118,651	16.1	%	$	446,955
Earnings per share
Basic	$	2.85			$	1.97			$	0.88
Diluted	$	2.83			$	1.95			$	0.88
Weighted-average number of shares outstanding (000’s)
Basic		549,372				567,288
Diluted		552,254				573,441

(1) Selling, marketing and administration in the first six months of fiscal 2010 included unusual charges of $96.4 million and Provision for income taxes included a benefit of $175.1 million, both recognized in the first quarter of fiscal 2010. These items related to a charge for the payment on account of certain employee tax liabilities related to certain previously-exercised stock options with measurement date issues that were exercised during certain time periods and the foreign exchange impact of the enactment of

16

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

functional currency tax legislation in Canada. See “Results of Operations — Selling, Marketing and Administrative Expenses” for the six months ended August 28, 2010.

(2)

In the second quarter of fiscal 2010, the Company settled the Visto Litigation. The key terms of the settlement involved the Company receiving a perpetual and fully-paid license on all Visto patents, a transfer of certain Visto intellectual property, a one-time payment by the Company of $267.5 million and the parties executing full and final releases in respect of the Visto Litigation. Of the total payment by the Company, $163.8 million was expensed as a litigation charge in the second quarter of fiscal 2010. The remainder of the payment was recorded as intangible assets. See “Results of Operations — Litigation Expense” for the six months ended August 28, 2010.

Revenue

Revenue for the first six months of fiscal 2011 was $8.86 billion, an increase of $1.91 billion, or 27.4%, from $6.95 billion in the first six months of fiscal 2010.

A comparative breakdown of the significant revenue streams is set forth in the following table:

	Six Months Ended
	August 28, 2010				August 29, 2009				Change Fiscal 2011/2010
Millions of devices sold		23.3				16.1				7.2		44.7	%
Average Selling Price	$	302			$	350			$	(48	)	(13.7	%)
Revenues (in thousands)
Devices	$	6,990,507	78.9	%	$	5,654,402	81.4	%	$	1,336,105		23.6	%
Service		1,463,990	16.5	%		951,283	13.7	%		512,707		53.9	%
Software		136,014	1.5	%		122,856	1.8	%		13,158		10.7	%
Other		266,217	3.1	%		220,661	3.1	%		45,556		20.6	%
	$	8,856,728	100.0	%	$	6,949,202	100.0	%	$	1,907,526		27.4	%

Device revenue increased by $1.34 billion, or 23.6%, to $6.99 billion, or 78.9% of consolidated revenue, in the first six months of fiscal 2011 compared to $5.65 billion, or 81.4% of consolidated revenue, in the first six months of fiscal 2010. This increase in device revenue over the prior year is primarily attributable to a volume increase of approximately 7.2 million units, or 44.7%, to approximately 23.3 million devices in the first six months of fiscal 2011 compared to approximately 16.1 million devices in the first six months of fiscal 2010, offset by a decrease of $48, or 13.7%, in ASP to $302 in the first six months of the current fiscal period from $350 in the first six months of fiscal 2010.

Service revenue increased $512.7 million, or 53.9%, to $1.46 billion and comprised 16.5% of consolidated revenue in the first six months of fiscal 2011 compared to $951.3 million, or 13.7% of consolidated revenue in the first six months of fiscal 2010, reflecting the Company’s increase in BlackBerry subscriber accounts since the second quarter of fiscal 2010.

Software revenue increased $13.2 million, or 10.7%, to $136.0 million in the first six months of fiscal 2011

17

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

from $122.9 million in the first six months of fiscal 2010. The majority of the increase was attributable to technical support and other software revenues, which was partially offset by a decrease in BES licensing fees.

Other revenue increased by $45.6 million to $266.2 million in the first six months of fiscal 2011 compared to $220.7 million in the first six months of fiscal 2010.

Gross Margin

Consolidated gross margin increased by $933.0 million, or 30.6%, to $3.98 billion, or 44.9% of revenue, in the first six months of fiscal 2011, compared to $3.05 billion, or 43.8% of revenue, in the same period of the previous fiscal year. The increase of 1.1% in consolidated gross margin percentage was primarily due to an increase in the blended device margins driven by shifts in product mix. This increase in gross margin is also attributable to higher service revenue as a result of additional subscriber accounts, which comprised 16.5% of total revenue mix in the first six months of fiscal 2011 compared to 13.7% in the first six months of fiscal 2010. Gross margin percentage for devices is generally lower than the Company’s consolidated gross margin percentage.

Operating Expenses

The table below presents a comparison of research and development, selling, marketing and administration, amortization and litigation expenses for the six months ended August 28, 2010, compared to the six months ended August 29, 2009.

	Six Months Ended
	(in thousands)
											Change Fiscal
	August 28, 2010					August 29, 2009					2011/2010
			% of					% of						% of
			Revenue					Revenue						Change
Revenue	$	8,856,728				$	6,949,202				$	1,907,526			27.4	%
Operating expenses
Research and development	$	610,585		6.9	%	$	455,348		6.6	%	$	155,237			34.1	%
Selling, marketing and administration (1)		1,028,918		11.6	%		944,039		13.6	%		84,879			9.0	%
Amortization		198,665		2.2	%		140,688		2.0	%		57,977			41.2	%
Litigation (2)		—		—			163,800		2.4	%		(163,800	)		-100	%
Total	$	1,838,168		20.7	%	$	1,703,875		24.5	%	$	134,293			7.9	%

(1) Selling, marketing and administration in the first six months of fiscal 2010 included unusual charges of $96.4 million recognized in the first quarter of fiscal 2010. The unusual charges related to a charge for the payment on account of certain employee tax liabilities related to certain previously-exercised stock options with measurement date issues that were exercised during certain time periods and the foreign

18

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

exchange impact of the enactment of functional currency tax legislation in Canada. See “Results of Operations — Selling, Marketing and Administrative Expenses” for the six months ended August 28, 2010.

(2)

In the second quarter of fiscal 2010, the Company settled the Visto Litigation. The key terms of the settlement involved the Company receiving a perpetual and fully-paid license on all Visto patents, a transfer of certain Visto intellectual property, a one-time payment by the Company of $267.5 million and the parties executing full and final releases in respect of the Visto Litigation. Of the total payment by the Company, $163.8 million was expensed as a litigation charge in the second quarter of fiscal 2010. The remainder of the payment was recorded as intangible assets. See “Results of Operations — Litigation Expense” for the six months ended August 28, 2010.

Research and Development Expenses

Research and development expenses increased by $155.2 million to $610.6 million, or 6.9% of revenue, in the six months ended August 28, 2010, compared to $455.3 million, or 6.6% of revenue, in the first six months of fiscal 2010. The majority of the increase during the first six months of fiscal 2011, compared to fiscal 2010, was attributable to salaries and benefits due to an increase in the average headcount associated with research and development activities, as well as increased materials usage.

Selling, Marketing and Administration Expenses

Selling, marketing and administration expenses increased by $84.9 million to $1.03 billion for the first six months of fiscal 2011 compared to $944.0 million for the comparable period in fiscal 2010. As a percentage of revenue, selling, marketing and administration expenses decreased to 11.6% in the current fiscal period from 13.6% in the comparable preceding fiscal period. Excluding the impact of $96.4 million of unusual charges in the first quarter of fiscal 2010, selling, marketing and administration expenses increased by $181.3 million. The majority of this increase is attributable to increased expenditures on marketing, advertising, and promotion, increased salary and benefits expenses, primarily as a result of increased personnel, and increases in information technology.

With the enactment of changes to the functional currency tax legislation by the Government of Canada in the first quarter of fiscal 2009, the Company changed the basis for calculating its income tax provision for its Canadian operations from Canadian dollars to the U.S. dollar, its reporting currency, with the effective date being the beginning of fiscal 2010. Gains realized on the revaluation of these tax liabilities previously denominated in Canadian dollars throughout 2009 were reversed upon enactment of the changes to the rules in the first quarter of fiscal 2010. Included in the total selling, marketing and administration expenses for the first quarter of fiscal 2010 is a $54.3 million charge primarily relating to the reversal of foreign exchange gains previously recorded in fiscal 2009 on the revaluation of Canadian dollar denominated tax liability balances. Throughout fiscal 2009, foreign exchange gains were offset by foreign exchange losses incurred as part of the Company’s foreign currency hedging program. See “Income Taxes” for the six months ended August 28, 2010 for further details on the changes to the functional currency tax legislation in Canada, and “Market Risk of Financial Instruments — Foreign Exchange” for additional information on the Company’s hedging instruments.

Selling, marketing and administration expenses for the first six months of fiscal 2010 also included a charge in the first quarter of fiscal 2010 of $42.1 million for the payment on account of certain employee tax liabilities related to certain previously-exercised stock options with measurement date issues that were

19

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

exercised during certain time periods. The Company’s Board of Directors approved the payment on account of certain incremental personal tax liabilities of certain employees, excluding RIM’s Co-Chief Executive Officers, related to the exercise of certain stock options issued by the Company.

Amortization Expense

The table below presents a comparison of amortization expense relating to property, plant and equipment and intangible assets recorded as amortization or cost of sales for the six months ended August 28, 2010 compared to the six months ended August 29, 2009. Intangible assets are comprised of patents, licenses and acquired technology.

	Six Months Ended
	(in thousands)
	Included in Amortization						Included in Cost of Sales
	August 28, 2010		August 29, 2009		Change		August 28, 2010		August 29, 2009		Change
Property, plant and equipment	$	125,298	$	83,183	$	42,115	$	100,718	$	67,183	$	33,535
Intangible assets		73,367		57,505		15,862		95,027		61,293		33,734
Total	$	198,665	$	140,688	$	57,977	$	195,745	$	128,476	$	67,269

Amortization

Amortization expense relating to certain property, plant and equipment and certain intangible assets increased by $58.0 million to $198.7 million for the first six months of fiscal 2011 compared to $140.7 million for the comparable period in fiscal 2010.

Total amortization expense with respect to certain property, plant and equipment was $125.3 million in the first six months of fiscal 2011 compared to $83.2 million in the first six months of fiscal 2010.

Total amortization expense with respect to intangible assets was $73.4 million in the first six months of fiscal 2011 compared to $57.5 million in the first six months of fiscal 2010.

The increased amortization expense in the first six months of fiscal 2011 primarily reflects the impact of certain property, plant and equipment and intangible asset additions made over the last several quarters.

Cost of sales

Amortization expense relating to certain property, plant and equipment and certain intangible assets employed in the Company’s manufacturing operations and BlackBerry service operations increased by $67.3 million to $195.7 million in the first six months of fiscal 2011 compared to $128.5 million for the comparable period in fiscal 2010.

Total amortization expense charged to cost of sales with respect to certain property, plant and equipment increased to $100.7 million in the first six months of fiscal 2011 compared to $67.2 million in the first six months of fiscal 2010.

20

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Total amortization expense charged to cost of sales with respect to certain intangible assets was $95.0 million in the first six months of fiscal 2011 compared to $61.3 million in the first six months of fiscal 2010.

The increased amortization expense in the first six months of fiscal 2011 primarily reflects the impact of certain intangible assets and property, plant and equipment additions made over the last several quarters.

Litigation Expense

In the second quarter of fiscal 2010, the Company settled the Visto Litigation. The key terms of the settlement involved the Company receiving a perpetual and fully-paid license on all Visto patents, a transfer of certain Visto intellectual property, a one-time payment by the Company of $267.5 million and the parties executing full and final releases in respect of the Visto Litigation. Of the total payment by the Company, $163.8 million was expensed as a litigation charge in the second quarter of fiscal 2010. The remainder of the payment was recorded as intangible assets.

Investment Income

Investment income decreased by $1.2 million to $15.6 million in the first six months of fiscal 2011 from $16.8 million in the comparable period of fiscal 2010. The decrease primarily reflects the slight decrease in yields on investments due to lower interest rates when compared to the same period in fiscal 2010, offset by an increase in the Company’s average cash and cash equivalents, and investment balances. See “Financial Condition — Liquidity and Capital Resources”.

Income Taxes

For the first six months of fiscal 2011, the Company’s income tax expense was $590.7 million, resulting in an effective tax rate of 27.4% compared to income tax expense of $240.2 million and an effective tax rate of 17.7% for the same period last year. The Company’s effective tax rate reflects the geographic mix of earnings in jurisdictions with different tax rates. On March 12, 2009, the Government of Canada enacted changes to the Income Tax Act (Canada) that allowed the Company to calculate its fiscal 2009 and subsequent fiscal year Canadian income tax expense based on the U.S dollar (the Company’s functional currency). As such, the Company recorded tax benefits of $145.0 million related to the enactment of the functional currency rules in the first quarter of fiscal 2010, resulting in the lower effective tax rate.

The Company has not provided for Canadian income taxes or foreign withholding taxes that would apply on the distribution of the earnings of its non-Canadian subsidiaries, as these earnings are intended to be reinvested indefinitely by these subsidiaries.

21

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net Income

The Company’s net income was $1.57 billion in the first six months of fiscal 2011 compared to net income of $1.12 billion for the comparable period in fiscal 2010. The $447.0 million increase in net income for the first six months of fiscal 2011 primarily reflects an increase in gross margin in the amount of $933.0 million, resulting primarily from the increased number of device shipments as well as an increase in service revenue as a result of additional subscriber accounts, which was partially offset by an increase of $350.6 million in the provision for income taxes, and an increase of $134.3 million in the Company’s operating expenses. Included in net income for the first six months of fiscal 2010 was the impact of unusual charges of $96.4 million during the first quarter of fiscal 2010, a $175.1 million income tax benefit in the first quarter of fiscal 2010, which related to the foreign exchange impact of the enactment of functional currency tax legislation in Canada, and a $163.8 million litigation charge during the second quarter of fiscal 2010, which related to the settlement of the Visto Litigation. See “Results of Operations — Selling, Marketing, and Administration Expenses” for the six months ended August 28, 2010, “Results of Operations — Income Taxes” for the six months ended August 28, 2010 and “Results of Operations — Litigation Expenses” for the six months ended August 28, 2010.

Basic EPS was $2.85 and diluted EPS was $2.83 in the first six months of fiscal 2011, an increase of 44.7% and 45.1%, respectively, compared to $1.97 basic EPS and $1.95 diluted EPS in the first six months of fiscal 2010. Diluted EPS of $1.95 in the first six months of fiscal 2010 included approximately $0.06 from the impact of unusual charges of $96.4 million and an income tax benefit of $175.1 million during the first quarter of fiscal 2010 and a litigation charge of $163.8 million during the second quarter of fiscal 2010.

The weighted average number of shares outstanding was 549.4 million common shares for basic EPS and 552.3 million common shares for diluted EPS for the six months ended August 28, 2010 compared to 567.3 million common shares for basic EPS and 573.4 million common shares for diluted EPS for the same period in fiscal 2010.

Common Shares Outstanding

On September 14, 2010, there were 524.5 million common shares, 7.5 million options to purchase common shares, 1.7 million restricted share units and 43,900 deferred share units outstanding.

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

On November 4, 2009, the Company’s Board of Directors authorized the repurchase of common shares up to an authorized limit of $1.2 billion (the “2010 Repurchase Program”). The Company repurchased 5.9 million common shares at a cost of $409.9 million during the three months ended May 29, 2010. There was a reduction of $22.5 million to capital stock and the amount paid in excess of the per share paid-in capital of the common shares of $387.4 million was charged to retained earnings. All common shares repurchased by the Company pursuant to the 2010 Repurchase Program have been cancelled. Under the 2010 Repurchase Program, the Company has repurchased a total of 18.2 million common shares for an aggregate cost of $1.19 billion, resulting in the effective completion of the Repurchase Program.

In the second quarter of fiscal 2011, the Company repurchased and cancelled 28.4 million common shares at a cost of $1.53 billion pursuant to the 2011 Repurchase Program. There was a reduction of $107.6 million to

22

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

capital stock and the amount paid in excess of the per share paid-in capital of the common shares of $1.43 billion was charged to retained earnings. The 2011 Repurchase Program will remain in place for up to 12 months from its inception or until the purchases are completed or the program is terminated by the Company.

The approximately 31 million common shares authorized for purchase under the 2011 Repurchase Program together with the 18.2 million common shares purchased by the Company under the 2010 Repurchase Program, represent approximately 10% of the Company’s public float of common shares.

Selected Quarterly Financial Data

The following table sets forth RIM’s unaudited quarterly consolidated results of operations data for each of the eight most recent quarters, including the quarter ended August 28, 2010. The information in the table below has been derived from RIM’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. RIM’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.

23

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Fiscal Year 2011						Fiscal Year 2010												Fiscal Year 2009
	Second			First			Fourth			Third			Second			First			Fourth			Third
	Quarter			Quarter			Quarter			Quarter			Quarter			Quarter			Quarter			Quarter
	(in thousands, except per share data)
Revenue	$	4,621,335		$	4,235,393		$	4,079,712		$	3,924,310		$	3,525,692		$	3,423,510		$	3,463,193		$	2,782,098
Gross margin	$	2,055,566		$	1,923,316		$	1,863,090		$	1,675,255		$	1,554,396		$	1,491,525		$	1,383,578		$	1,269,506
Operating expenses (1) (2)		973,579			864,589			851,346			791,175			902,411			801,464			650,623			629,035
Investment income		(6,406	)		(9,193	)		(5,454	)		(6,425	)		(7,625	)		(9,136	)		(10,568	)		(31,554	)
Income before income taxes		1,088,393			1,067,920			1,017,198			890,505			659,610			699,197			743,523			672,025
Provision for income taxes (1) (3)		291,689			299,018			307,076			262,134			183,989			56,167			225,264			275,729
Net income	$	796,704		$	768,902		$	710,122		$	628,371		$	475,621		$	643,030		$	518,259		$	396,296
Earnings per share
Basic	$	1.46		$	1.39		$	1.27		$	1.11		$	0.84		$	1.13		$	0.92		$	0.70
Diluted	$	1.46		$	1.38		$	1.27		$	1.10		$	0.83		$	1.12		$	0.90		$	0.69
Research and development	$	323,005		$	287,580		$	267,164		$	242,329		$	235,571		$	219,777		$	182,535		$	193,044
Selling, marketing and administration (1)		546,077			482,841			497,642			465,717			429,748			514,291			406,493			382,968
Amortization		104,497			94,168			86,540			83,129			73,292			67,396			61,595			53,023
Litigation (2)		—			—			—			—			163,800			—			—			—
Operating expenses	$	973,579		$	864,589		$	851,346		$	791,175		$	902,411		$	801,464		$	650,623		$	629,035

(1)	Selling, marketing and administration in the first quarter of fiscal 2010 included unusual charges of $96.4 million and Provision for income taxes included a benefit of $175.1 million. These items related to a charge for the payment on account of certain employee tax liabilities related to certain previously exercised stock options with measurement date issues that were exercised during certain time periods and the foreign exchange impact of the enactment of functional currency tax legislation in Canada.
(2)	In the second quarter of fiscal 2010, the Company settled the Visto Litigation. The key terms of the settlement involved the Company receiving a perpetual and fully-paid license on all Visto patents, a transfer of certain Visto intellectual property, a one-time payment by the Company of $267.5 million and the parties executing full and final releases in respect of the Visto Litigation. Of the total payment by the Company, $163.8 million was expensed as a litigation charge in the second quarter of fiscal 2010. The remainder of the payment was recorded as intangible assets.
(3)	Provision for income taxes included the negative impact of fluctuations of the Canadian dollar relative to the U.S. dollar in the third quarter of fiscal 2009 of approximately $103.2 million.

24

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Condition

Liquidity and Capital Resources

Cash, cash equivalents, and investments decreased by $844.0 million to $2.03 billion as at August 28, 2010 from $2.87 billion as at February 27, 2010. The majority of the Company’s cash, cash equivalents, and investments are denominated in U.S. dollars as at August 28, 2010.

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

	As at
	(in thousands)
	August 28, 2010		February 27, 2010		Change
Cash and cash equivalents	$	1,152,084	$	1,550,861	$	(398,777	)
Short-term investments		379,648		360,614		19,034
Long-term investments		494,003		958,248		(464,245	)
Cash, cash equivalents, and investments	$	2,025,735	$	2,869,723	$	(843,988	)

The decrease in cash, cash equivalents, and investments is primarily due to net cash flows used in financing activities and investing activities, which were partially offset by net cash flows provided by operating activities, as set out below:

	Six Months Ended
	(in thousands)
	August 28, 2010			August 29, 2009
Net cash flows provided by (used in):
Operating activities	$	2,031,693		$	1,195,839
Investing activities		(474,238	)		(919,313	)
Financing activities		(1,953,755	)		(29,585	)
Effect of foreign exchange gain (loss) on cash and cash equivalents		(2,477	)		764
Net increase (decrease) in cash and cash equivalents	$	(398,777	)	$	247,705

Cash flows for the six months ended August 28, 2010

Operating Activities

Net cash flows provided by operating activities was $2.03 billion for the first six months of fiscal 2011, reflecting higher net income, offset by slightly lower net changes in working capital in the second quarter of fiscal 2011 compared to the second quarter of fiscal 2010.

25

Research In Motion 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 thousands)
	August 28, 2010		August 29, 2009		Change
Current assets	$	5,979,076	$	5,215,445	$	763,631
Current liabilities		3,017,800		2,166,759		851,041
Working capital	$	2,961,276	$	3,048,686	$	(87,410	)

The increase in current assets of $763.6 million at the end of the second quarter of fiscal 2011 from the end of the second quarter of fiscal 2010 was primarily due to an increase in accounts receivables of $851.4 million, an increase in inventories of $72.5 million and an increase in cash and cash equivalents of $68.8 million, which was partially offset by a decrease in short-term investments of $201.3 million and a decrease in other receivables of $100.6 million. At the end of the second quarter of fiscal 2011, accounts receivable was approximately $3.2 billion, an increase of $851.4 million from the end of the second quarter of fiscal 2010, due to increased sales and customer mix. Days sales outstanding increased to 63.5 days in the second quarter of fiscal 2011 from 61 days at the end of the second quarter of fiscal 2010, primarily due to the timing of sales in the quarter.

The increase in current liabilities of $851.0 million at the end of the second quarter of fiscal 2011 from the end of the second quarter of fiscal 2010 was primarily due to increases in accounts payable, accrued liabilities, and tax payable. As at August 28, 2010, accounts payable was approximately $890.9 million, an increase of $394.8 million from the end of the second quarter of fiscal 2010, primarily due to the timing of payments during the second quarter of fiscal 2011 compared to the second quarter of fiscal 2010. The increase in accrued liabilities of $319.8 million from the end of the second quarter of fiscal 2010 was primarily attributable to increases in accrued warranties, accrued carrier rebates, and accrued royalties offset partially by a decrease in accrued vendor liabilities. Tax payable has increased by $116.2 million in the second quarter of fiscal 2011 compared to the second quarter of fiscal 2010 due to the timing of income tax installment payments.

Investing Activities

During the six months ended August 28, 2010, cash flows used in investing activities were $474.2 million and included property, plant, and equipment additions of $434.0 million, business acquisitions of $332.9 million, intangible asset additions of $146.8 million, offset by cash flows provided by transactions involving the proceeds on sale or maturity of short-term investments and long-term investments, net of the costs of acquisition in the amount of $439.5 million. For the same period of the prior fiscal year, cash flows used in investing activities were $919.3 million and included property, plant, and equipment additions of $554.6 million, intangible asset additions of $242.4 million, business acquisitions of $131.5 million, offset by cash flows provided by transactions involving the proceeds on sale or maturity of short-term investments and long-term investments, net of the costs of acquisitions in the amount of $9.2 million.

The decrease in property, plant and equipment additions was primarily due to a reduction in the level of investment in building expansion and renovations to existing facilities, which was partially offset by increased investment in the enhancement of the BlackBerry infrastructure, computer equipment, and furniture and

26

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

fixtures purchases. During the six months ended August 28, 2010, the additions to intangible assets primary consisted of certain patents acquired as a result of a Settlement and License Agreement entered into by the Company and Motorola, Inc., and agreements with third parties totaling approximately $42.1 million for the use of intellectual property, software, messaging services and other BlackBerry related features, as well as intangible assets associated with the business acquisitions. Business acquisitions in the first six months of fiscal 2011 related to the purchase of QNX Software Systems, as well as the purchase of a company whose proprietary software will be incorporated into the Company’s software, the purchase of a company whose acquired technologies will enhance document access and handling capacities, and the purchase of a company whose acquired technologies will enhance the Company’s ability to manage application store fronts and data collection. Investments in intangible assets in the first six months of fiscal 2010 was primarily associated with the settlement of the Visto Litigation, see “Results of Operations — Litigation”, agreements with third parties for use of intellectual property and business acquisitions. All acquired patents were recorded as intangible assets and are being amortized over their estimated useful lives. Business acquisitions in the first six months of fiscal 2010 related to the purchase of Certicom Corp., Torch Mobile Inc. and the purchase of a company whose proprietary software will be incorporated into the Company’s software.

Financing Activities

Cash flows used in financing activities were $1.95 billion for the first six months of fiscal 2011 and were primarily attributable to the common share repurchase programs described above in the amount of $1.94 billion, as well as the purchases of common shares on the open market by a trustee selected by the Company in connection with its Restricted Share Unit Plan, which are classified on the balance sheet for accounting purposes as treasury stock in the amount of $21.9 million, partially offset by proceeds from the exercise of stock options in the amount of $12.0 million. Cash flows used in financing activities were $29.6 million for the first six months of fiscal 2010 and were primarily attributable to purchases of common shares on the open market by a trustee selected by the Company in connection with its Restricted Share Unit Plan in the amount of $45.1 million, the repayment of debt acquired through acquisitions in the amount of $6.1 million, offset partially by the proceeds from the exercise of stock options in the amount of $18.9 million and tax benefits from the exercise of stock options.

Lehman Brothers International (Europe)

Since March 1, 2005, the Company has maintained an investment account with Lehman Brothers International (Europe) (“LBIE”). As of September 30, 2008, the date of the last account statement received by the Company, the Company held in the account $81.1 million in combined cash and aggregate principal amount of fixed-income securities issued by third parties unrelated to LBIE or any other affiliate of Lehman Brothers Holdings Inc (“LBHI”). Due to the insolvency proceedings instituted by LBHI and its affiliates, including LBIE, commencing on September 15, 2008, the Company’s regular access to information regarding the account has been disrupted. Following the appointment of the Administrators to LBIE the Company has asserted a trust claim in specie (the “Trust Claim”) over the assets held for it by LBIE for the return of those assets in accordance with the insolvency procedure in the United Kingdom. In the first quarter of fiscal 2010, the Company received a Letter of Return (the “Letter”) from the Administrators of LBIE relating to the Trust Claim. The Letter noted that, based on the work performed to date, the Administrators had identified certain assets belonging to the Company within the records of LBIE and that they are continuing to investigate the records for the remaining assets included in the Trust Claim: an additional asset was identified as belonging to the Company in the fourth quarter of fiscal 2010. In the fourth quarter of fiscal 2010, the Company signed the

27

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

‘Form of Acceptance’ and ‘Claim Resolution Agreement’, which are the necessary steps to have the identified assets returned. On June 8, 2010, the Company received a Claim Amount Notice from LBIE identifying amounts to be paid out in respect to certain identified assets. On August 10, 2010, the Company received a payment net of fees in the amount of $37.8 million representing monies for the identified assets listed in the Claim Amount Notice. As at August 28, 2010, the face value including accrued interest of the remaining assets is $46.6 million. The Company continues to work with the Administrators to identify the remaining assets not specifically identified, along with the interest paid on these assets since LBIE began its administration proceedings. The Company will continue to take all actions it deems appropriate to defend its rights to these holdings and as a result, no impairment has been recognized against these holdings in fiscal 2011.

Aggregate Contractual Obligations

The following table sets out aggregate information about the Company’s contractual obligations and the periods in which payments are due as at August 28, 2010:

	(in thousands)
			Less than One		One to		Four to Five		Greater than
	Total		Year		Three Years		Years		Five Years
Operating lease obligations	$	189,542	$	33,921	$	59,019	$	43,226	$	53,376
Purchase obligations and commitments		6,647,499		6,647,499		—		—		—
Total	$	6,837,041	$	6,681,420	$	59,019	$	43,226	$	53,376

Purchase obligations and commitments amounted to approximately $6.65 billion as at August 28, 2010, with purchase orders with contract manufacturers representing approximately $6.38 billion of the total. The Company also has commitments on account of capital expenditures of approximately $272.2 million included in this total, primarily for manufacturing and information technology, including service operations. The remaining balance consists of purchase orders or contracts with suppliers of raw materials, as well as other goods and services utilized in the operations of the Company. The expected timing of payment of these purchase obligations and commitments is estimated based upon current information. The timing of payments and actual amounts paid may be different depending upon the time of receipt of goods and services, changes to agreed-upon amounts for some obligations or payment terms.

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

Cash, cash equivalents, and investments were $2.03 billion as at August 28, 2010. The Company believes its financial resources, together with expected future income, are sufficient to meet funding requirements for current financial commitments, for future operating and capital expenditures not yet committed, and also provide the necessary financial capacity to meet current and future growth expectations.

The Company has $150.0 million in unsecured demand credit facilities (the “Facilities”) to support and secure operating and financing requirements. As at August 28, 2010, the Company has utilized $7.3 million of the Facilities for outstanding letters of credit, and $142.7 million of the Facilities are unused.

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 and under applicable Canadian securities laws.

28

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Legal Proceedings

The Company is involved in litigation in the normal course of its business, both as a defendant and as a plaintiff. The Company may be subject to claims (including claims related to patent infringement, purported class actions and derivative actions) either directly or through indemnities against these claims that it provides to certain of its partners. In particular, the industry in which the Company competes has many participants that own, or claim to own, intellectual property, including participants that have been issued patents and may have filed patent applications or may obtain additional patents and proprietary rights for technologies similar to those used by the Company in its products. The Company has received, and may receive in the future, assertions and claims from third parties that the Company’s products infringe on their patents or other intellectual property rights. Litigation has been and will likely continue to be necessary to determine the scope, enforceability and validity of third-party proprietary rights or to establish the Company’s proprietary rights. Regardless of whether claims that the Company is infringing patents or other intellectual property rights have any merit, those claims could be time-consuming to evaluate and defend, result in costly litigation, divert management’s attention and resources, subject the Company to significant liabilities and could have the other effects that are described in greater detail under “Risk Factors — Risks Related to Intellectual Property” in RIM’s Annual Information Form for the fiscal year ended February 27, 2010, which is included in RIM’s Annual Report on Form 40-F for the fiscal year ended February 27, 2010. Additional lawsuits and claims, including purported class actions and derivative actions, may also be filed or made based upon the Company’s historical stock option granting practices.

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 it is considered likely for a material exposure to result and where the amount of the claim is quantifiable, provisions for loss are made based on management’s assessment of the likely outcome. The Company does not provide for claims that are considered unlikely to result in a significant loss, claims for which the outcome is not determinable or claims where the amount of the loss cannot be reasonably estimated. Any settlements or awards under such claims are provided for when reasonably determinable.

A description of certain of the Company’s legal proceedings is included in RIM’s Annual Information Form under “Legal Proceedings and Regulatory Actions”. The following is a summary of developments, since April 1, 2010, the date of RIM’s Annual Information Form, and should be read in conjunction with more detailed information contained in RIM’s Annual Information Form.

On June 10, 2010, the Company and Motorola, Inc. (“Motorola”) entered into a Settlement and License Agreement (the “Agreement”), which ends all outstanding worldwide litigation between the two companies. The Company and Motorola (the “parties”) will benefit from a long-term, intellectual property cross-licensing arrangement involving the parties receiving cross-licenses of various patent rights, including patent rights relating to certain industry standards and certain technologies, such as 2G, 3G, 4G, 802.11 and wireless email. In addition, the parties have transferred certain patents to each other. The financial terms of the Agreement include an up-front payment and ongoing royalties to Motorola. This Agreement did not have a material impact on the Company’s results of operations and financial condition.

On June 6, 2007, Minerva Industries (“Minerva”) filed a complaint in the Marshall District Court against the Company alleging infringement of U.S. Patent No. 6,681,120 (“’120”) and seeking an injunction and

29

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

monetary damages. On January 22, 2008, Minerva filed a second complaint in the Marshall District Court against the Company alleging infringement of U.S. Patent No. 7,321,783 (“’783”) and seeking an injunction and monetary damages. RIM answered the first Complaint on January 28, 2008 and the second Complaint on March 14, 2008. On December 1, 2008, RIM’s motion to consolidate the two cases was granted. On February 3, 2010, the Court determined that the asserted claims of the ‘120 patent and one independent claim of the ‘783 patent were invalid. As a result, only some claims of the ‘783 patent remain in the case. The Company and Minerva settled on May 7, 2010 for an amount that is not material to the Consolidated Financial Statements.

On December 29, 2008, Prism Technologies, LLC (“Prism”) filed a complaint against the Company and Microsoft Corporation in the United States District Court for the District of Nebraska. The single patent in suit is U.S. Patent No. 7,290,288 (“the ‘288 Patent”). The court rescheduled the trial date to January 28, 2011. Microsoft entered into an agreement with Prism and was dismissed from this action on September 28, 2009. On December 2, 2009, Prism filed a complaint with the U.S. International Trade Commission against the Company alleging infringement of the ‘288 Patent. The Administrative Law Judge set a trial date for August 30, 2010 and a target date for completion of the investigation of April 5, 2011. The Company and Prism settled on May 5, 2010 for an amount that is not material to the Consolidated Financial Statements.

On August 6, 2009, Intellect Wireless (“Intellect”) filed a lawsuit against the Company, HTC, and AT&T in the United States District Court for the Northern District of Illinois alleging infringement of U.S. Patent Nos. 7,257,210; 7,305,076; 7,310,416; and 7,266,186. The patents are generally related to wireless systems and contact data, caller identification, and pictures. The Company and Intellect settled on June 17, 2010 for an amount that is not material to the Consolidated Financial Statements.

On October 23, 2009, Raylon LLC (“Raylon”) filed an Amended Complaint adding the Company and four other defendants to an existing patent infringement suit. The original Complaint was filed on August 6, 2009 in the United States District Court for the Eastern District of Texas alleging infringement of United States Patent No. 6,655,589. The single patent-in-suit generally relates to traffic citation issuance. The Company and Raylon settled on March 30, 2010 for an amount that is not material to the Consolidated Financial Statements.

On May 27, 2010, UO! IP of Delaware, LLC filed a lawsuit against the Company as well as 20 other defendants in the United States District Court for the District of Delaware alleging infringement of U.S. Patent No. 6,704,699. The patent is generally directed to a language translation mobile device with a photography or scanner device. The complaint seeks an injunction and money damages. Proceedings are ongoing.

On June 22, 2010, ADC Technology, Inc. (“ADC”) filed a lawsuit against the Company in the United States District Court for the Northern District of Illinois (Eastern Division) alleging infringement of U.S. Patent Nos. 6,985,136, 7,057,605, and 7,567,361. The patents are generally directed to GPS features in a portable communicator. The Company and ADC settled on August 25, 2010 for an amount that is not material to the Consolidated Financial Statements.

On June 30, 2010, Bandspeed Inc. filed a lawsuit against the Company as well as 36 other defendants in the United States District Court for the Eastern District of Texas, Marshall Division, alleging infringement of U.S. Patent Nos. 7,027,418 and 7,570,614. The patents are generally directed to a method for selecting

30

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

communication channels using frequency hopping. The complaint seeks an injunction and money damages. Proceedings are ongoing.

On July 20, 2010, Innova Patent Licensing, LLC, filed a lawsuit against the Company as well as 25 other defendants in the United States District Court for the Eastern District of Texas, Marshall Division alleging infringement of U.S. Patent No. 6,018,761. The patent is generally directed to obtaining contextual information about a sender of an email. The complaint seeks an injunction and money damages. Proceedings are ongoing.

On August 4, 2010, EON Corporation IP Holdings LLC, filed a lawsuit against the Company as well as 16 other defendants in the United States District Court for the Eastern District of Texas, Tyler Division alleging infringement of U.S. Patent No. 5,592,491. The patent is generally directed to a two-way communication network and a method for communicating between subscriber units and a local base station repeater cell. The complaint seeks an injunction and money damages. Proceedings are ongoing.

On September 2, 2010, Innovative Sonic Limited filed a lawsuit against the Company in the Eastern District of Texas, Tyler Division, asserting infringement of U.S. Patent Nos. 6,925,183; Re 40,077; and 7,436,795. The patents are generally directed to window based polling and timing as well as security keys in a wireless communication system. The Complaint seeks an injunction and money damages. Proceedings are ongoing.

On September 7, 2010, Wordcheck Tech LLC filed a lawsuit against the Company as well as over 40 other defendants in the United States District Court for Eastern District of Texas, Tyler Division, asserting infringement of U.S. Patent No. 6,782,510. The patent is generally directed to a word checking tool. The Complaint seeks an injunction and money damages. Proceedings are ongoing.

OSC Settlement

As discussed under “Restatement of Previously Issued Financial Statements — OSC Settlement” in the Company’s MD&A for the fiscal year ended February 28, 2009, on February 5, 2009, a panel of Commissioners of the Ontario Securities Commission (“OSC”) approved a settlement agreement (the “Settlement Agreement”) with the Company and certain of its officers and directors, including its Co-Chief Executive Officers, relating to the previously disclosed OSC investigation of the Company’s historical stock option granting practices.

As part of the Settlement Agreement, the Company agreed to enter into an agreement with an independent consultant to conduct a comprehensive examination and review of the Company and report to the Company’s board of directors and the staff of the OSC on the Company’s governance practices and procedures and its internal control over financial reporting. The Company retained Protiviti Co. (“Protiviti”) to carry out this engagement. See “Independent Governance Assessment” and Appendix A in the Company’s MD&A for the fiscal year ended February 27, 2010 for a further description of Protiviti’s engagement, its recommendations and the Company’s responses to such recommendations. A copy of Protiviti’s recommendations is also available on the website of the OSC. The Company is continuing to implement the recommendations of Protiviti as described in Appendix A of the Company’s MD&A for the fiscal year ended February 27, 2010.

31

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 second quarter of fiscal 2011 are transacted in U.S. dollars. Portions of the revenues are denominated in Canadian dollars, Euros, and British Pounds. Purchases of raw materials are primarily transacted in U.S. dollars. Other expenses, consisting of the majority of salaries, certain operating costs and manufacturing overhead are incurred primarily in Canadian dollars. At August 28, 2010, approximately 26% of cash and cash equivalents, 21% of accounts receivables and 4.6% of accounts payable are denominated in foreign currencies (February 27, 2010 — 38%, 22% and 7%, 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. The principal currencies hedged include the Canadian dollar, Euro and British Pound.

The Company enters into forward contracts to hedge exposures relating to foreign currency anticipated transactions. These contracts have been designated as cash flow hedges, with the effective portion of the change in fair value initially recorded in accumulated other comprehensive income and subsequently reclassified to income when the hedged exposure affects income. Any ineffective portion of the derivative’s gain or loss is recognized in current period income. The cash flow hedges were fully effective at August 28, 2010. As at August 28, 2010, the net unrealized gains on these forward contracts was approximately $22.8 million (February 27, 2010 — net unrealized losses of $62.2 million). Unrealized gains associated with these contracts were recorded in other current assets and accumulated other comprehensive income. Unrealized losses were recorded in accrued liabilities and accumulated other comprehensive income.

The Company enters into forward contracts to hedge certain monetary assets and liabilities that are exposed to foreign currency risk. The principal currencies hedged include the Canadian dollar, Euro, and British Pound. These contracts are not subject to hedge accounting, and any gains or losses are recognized in income each period, generally offsetting the change in the U.S. dollar value of the hedged asset or liability. As at August 28, 2010, net unrealized gains of $4.5 million were recorded in respect of this amount (February 27, 2010 — net unrealized gains of $28.9 million). Unrealized gains associated with these contracts were recorded in other current assets and selling, marketing and administration. Unrealized losses were recorded in accrued liabilities and selling, marketing and administration.

Interest Rate

Cash, 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 does not currently use interest rate derivative financial instruments in its investment portfolio.

32

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Credit and Customer Concentration

The Company has historically been dependent on an increasing number of significant telecommunication carriers and on larger more complex contracts with respect to sales of the majority of its products and services. The Company is experiencing significant sales growth, resulting in the growth in its carrier customer base in terms of numbers, sales and accounts receivable volumes, and in some instances, new or significantly increased credit limits. 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 that corresponds to the specific credit risk of its customers, historical trends, and economic circumstances. The allowance as at August 28, 2010 is $2.2 million (February 27, 2010 - $2.0 million). The Company also places insurance coverage for a portion of its foreign accounts receivable balances. While the Company sells to a variety of customers, one customer comprised 16% of accounts receivable as at August 28, 2010 (February 27, 2010 — one customer comprised 14%). Additionally, three customers comprised 16%, 14% and 9% of the Company’s second quarter of fiscal 2011 sales (second quarter of fiscal 2010 sales — three customers comprised 28%, 15% and 10%).

The Company is exposed to credit risk on derivative financial instruments arising from the potential for counterparties to default on their contractual obligations. The Company mitigates this risk by limiting counterparties to highly rated financial institutions and by continuously monitoring their creditworthiness. The Company’s exposure to credit loss and market risk will vary over time as a function of currency exchange rates. The Company measures its counterparty credit exposure as a percentage of the total fair value of the applicable derivative instruments. Where the net fair value of derivative instruments with any counterparty is negative, the Company deems the credit exposure to that counterparty to be nil. As at August 28, 2010, the maximum credit exposure to a single counterparty, measured as a percentage of the total fair value of derivative instruments with net unrealized gains was 20% (August 29, 2009 — 100%).

The Company is exposed to market price and credit risk on its investment portfolio. The Company reduces this risk by investing in liquid, investment grade securities and by limiting exposure to any one entity or group of related entities. As at August 28, 2010, no single issuer represented more than 13% of the total cash, cash equivalents and investments (February 27, 2010 — no single issuer represented more than 12% of the total cash, cash equivalents and investments).

Market values are determined for each individual security in the investment portfolio. The Company assesses declines in the value of individual investments for impairment to determine whether the decline is other-than-temporary. The Company makes this assessment by considering available evidence, including changes in general market conditions, specific industry and individual company data, the length of time and the extent to which the fair value has been less than cost, the financial condition, the near-term prospects of the individual investment and the Company’s ability and intent to hold the debt securities to maturity. During fiscal 2010 and for fiscal 2009, the Company did not record an other-than-temporary impairment charge.

33

Research In Motion Limited
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Impact of Accounting Pronouncements Not Yet Implemented

In November 2008, the SEC announced a proposed roadmap for comment regarding the potential use by U.S. issuers of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”). IFRS is a comprehensive series of accounting standards published by the International Accounting Standards Board. Under the proposed roadmap, the Company could be required to prepare financial statements and accompanying notes in accordance with IFRS in fiscal 2015. The Company is currently assessing the impact that this proposed change would have on the consolidated financial statements, accompanying notes and disclosures, and will continue to monitor the development of the potential implementation of IFRS.

Changes in Internal Control Over Financial Reporting

During the three months ended August 28, 2010, 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.

34

DOCUMENT 3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, James Balsillie, Co-Chief Executive Officer of Research In Motion Limited, certify the following:

1. Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Research In Motion Limited (the “issuer”) for the interim period ended August 28, 2010.

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 statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations 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

- 2 -

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 May 30, 2010 and ended on August 28, 2010 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

DATE: September 17, 2010

/s/ James Balsillie  

James Balsillie 

Co-Chief Executive Officer 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Mike Lazaridis, Co-Chief Executive Officer of Research In Motion Limited, certify the following:

1. Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Research In Motion Limited (the “issuer”) for the interim period ended August 28, 2010.

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 statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations 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

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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 May 30, 2010 and ended on August 28, 2010 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

DATE: September 17, 2010

/s/ Mike Lazaridis  

Mike Lazaridis 

Co-Chief Executive Officer 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Brian Bidulka, Chief Financial Officer of Research In Motion Limited, certify the following:

1. Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Research In Motion Limited (the “issuer”) for the interim period ended August 28, 2010.

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 statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations 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

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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 May 30, 2010 and ended on August 28, 2010 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

DATE: September 17, 2010

/s/ Brian Bidulka  

Brian Bidulka 

Chief Financial Officer 

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.

	Research In Motion Limited                (Registrant)
Date: September 17, 2010	By:	/s/ Brian Bidulka
		Name:	Brian Bidulka
		Title:	Chief Financial Officer