17 unchanged sentences
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its Internal Control-Integrated Framework (2013).
−Removed: Based on this assessment, management believes that, as of February 29, 2020, the Company’s internal control over financial reporting was effective.
−Removed: The Company’s independent auditors have issued an audit report on the Company’s internal control over financial reporting.
−Removed: This report is included with the Consolidated Financial Statements.
+Added: Based on this assessment, management concludes that, as of February 28, 2021, the Company’s internal control over financial reporting was effective.
+Added: The effectiveness of the Company’s internal control over financial reporting as of February 28, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control Over Financial Reporting
During the three months ended February 28, 2021, no changes were made to the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and Board of Directors of BlackBerry Limited
−Removed: Opinion on Internal Control over Financial Reporting
−Removed: We have audited BlackBerry Limited’s internal control over financial reporting as of February 29, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
−Removed: In our opinion, BlackBerry Limited (the Company) maintained, in all material respects, effective internal control over financial reporting as of February 29, 2020, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of February 29, 2020 and February 28, 2019, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended February 29, 2020, and the related notes, and our report dated April 6, 2020 expressed an unqualified opinion thereon.
−Removed: Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control Over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with United States generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ Ernst & Young LLP
−Removed: Chartered Professional Accountants
−Removed: Licensed Public Accountants
−Removed: Waterloo, Canada
−Removed: April 6, 2020
+Added: OTHER INFORMATION
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
6 unchanged sentences
Applicable securities laws require that, subject to certain exceptions, all members of the Audit and Risk Management Committee be “independent” under Sections 1.4 and 1.5 of National Instrument 52-110 of the Canadian Securities Administrators - Audit Committees and the rules and regulations of the NYSE, and “financially literate”, meaning that the committee member has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to those issues reasonably expected to be raised by the Company’s financial statements.
−Removed: Stymiest (Chair), Dr.
+Added: Stymiest (Chair), Ms.
Smaldone Alsup and Mr.
Wouters are the members of the Audit and Risk Management Committee, and each is an independent director of the Company and financially literate, based on his or her education and experience as described below.
−Removed: The Audit and Risk Management Committee has also developed, in conjunction with the Company’s Chief Financial Officer and other accounting personnel and representatives of the Company’s external auditors, an orientation and continuing education program that will provide the new members of the Audit and Risk Management Committee with additional information and understanding about the accounting and financial presentation issues underlying the Company’s financial statements.
+Added: The Audit and Risk Management Committee has also developed, in conjunction with the Company’s Chief Financial Officer and other accounting personnel, an orientation and continuing education program that will provide the new members of the Audit and Risk Management Committee with additional information and understanding about the accounting and financial presentation issues underlying the Company’s financial statements.
The members of the Audit and Risk Management Committee bring significant skill and experience to their responsibilities including professional experience in accounting, business, management and governance, and finance.
8 unchanged sentences
Lisa Disbrow – Ms.
−Removed: Disbrow has a BA from the University of Virginia and an MA from The George Washington University.
−Removed: She was the Senate-confirmed Under Secretary of the United States Air Force from January 2015 to June 2017 and served as Acting Secretary of the U.S.
+Added: Disbrow has a BA from the University of Virginia, an MA from The George Washington University in International Relations, and an MS from The National War College in National Strategy.
+Added: She was the Senate-confirmed Under Secretary of the United States Air Force from January 2015 to June 2017, the second senior-most official leading a global organization of over 660,000 personnel and an annual budget exceeding $135 billion.
+Added: Disbrow served as Acting Secretary of the U.S.
Air Force from January 2017 to May 2017.
+Added: She was also the Senate-confirmed, chief financial officer of the Air Force from 2014 through 2018, as the Assistant Secretary for Financial Management and Comptroller.
Disbrow was commissioned into the U.S.
−Removed: Air Force in 1985 and served on active duty until 1992, working primarily in intelligence and operational planning.
−Removed: After Operation Desert Storm, she transitioned to the Air Force Reserve.
−Removed: Over the course of her federal civilian career, she held key positions on the National Security Council staff, on the Joint Staff and at the National Reconnaissance Office.
−Removed: Disbrow is a Director of Mercury Systems, Inc.
−Removed: and Perspecta Inc.
+Added: Air Force in 1985 and retired after 23 years as Colonel having worked primarily in intelligence operations, operational plans, and program budgeting.
+Added: Over the course of her federal civilian career, she held leadership and analytic positions at the White House, on the Joint Staff and at the National Reconnaissance Office.
+Added: Disbrow is a director of Mercury Systems, Inc., Perspecta Inc., Hensoldt, Inc., and the Sequa Corporation.
Laurie Smaldone Alsup – Dr.
4 unchanged sentences
In addition, she served as CEO of Phytomedics, an early stage biopharmaceutical company focused on arthritis and inflammation.
−Removed: Smaldone Alsup has extensive risk management and executive leadership experience.
+Added: Smaldone Alsup has extensive risk
+Added: management and executive leadership experience and is a director of Arvinas, Inc., Kinnate Biopharma Inc.
+Added: and Theravance Biopharma, Inc.
Wayne Wouters – Mr.
2 unchanged sentences
Wouters was the Clerk of the Privy Council of Canada and held the roles of Deputy Minister to the Prime Minister, Secretary to the Cabinet and Head of the Public Service.
−Removed: Prior to his tenure
−Removed: as Clerk, Mr.
+Added: Prior to his tenure as Clerk, Mr.
Wouters was Secretary of the Treasury Board of Canada and served in deputy ministerial and other senior positions in the Canadian public service.
−Removed: He is currently Strategic and Policy Advisor to McCarthy Tétrault LLP and a director of Champion Iron Limited and Dexterra, and serves as a member of the Board of Trustees of United Way Worldwide.
−Removed: In 2017, he was invested into the Order of Canada as a member.
+Added: He is currently Strategic and Policy Advisor to McCarthy Tétrault LLP and a director of Champion Iron Limited and Canadian Utilities Limited.
+Added: In 2017, he was invested into the Order of Canada as an officer.
Wouters has extensive experience with economic policy and international trade matters, which included oversight of multi-billion dollar budgets on behalf of the Government of Canada.
27 unchanged sentences
Risk exposures are identified and mitigated at a granular level through various ongoing management activities including business planning, operations management, reporting, and process improvement projects.
−Removed: • Oversight of business unit management is provided by the second line of defense, the Security Risk and Compliance Committee (“SRCC”), which meets at least quarterly and is supported by various compliance, security and control functions.
+Added: • Oversight of business unit management is provided by the second line of defense, the Security Risk and Compliance Committee (“SRCC”), which meets at least quarterly and is supported by various compliance, security and control
The SRCC is composed of manager representatives from each major business group and provides strategic direction by defining key policies, identifying emerging risk trends, and sponsoring training.
−Removed: • The internal audit function comprises the third line of defense, providing independent assurance of the effectiveness of the Company’s risk management activities and internal controls related to (i) financial reporting and integrity and (ii) other areas of risk as assigned by the Audit and Risk Management Committee from time to time, including
−Removed: cybersecurity risk.
+Added: • The internal audit function comprises the third line of defense, providing independent assurance of the effectiveness of the Company’s risk management activities and internal controls related to (i) financial reporting and integrity and (ii) other areas of risk as assigned by the Audit and Risk Management Committee from time to time, including cybersecurity risk.
The internal audit function may also review the governance structures and mandates of the first two lines of defense.
7 unchanged sentences
The Compensation, Nomination and Governance Committee of the Board also assists the Board with the oversight of risk management and controls with respect to the Company’s compensation policies and practices, including the administration of the Company’s equity-based compensation plans.
−Removed: Since June 2015, the Chief Information Officer has provided regular updates to the Board on the advancing maturity of the Company’s cybersecurity program, including reports on threat monitoring, penetration testing, vulnerability remediation, encryption efforts and compliance activities.
−Removed: The updates also include reports on the Company’s third-party cybersecurity accreditations and certifications, including the Company’s progress toward achieving SOC 2 certification, and on the advancement of the Company’s security posture as scored using the U.S.
−Removed: National Institute of Standards and Technology (NIST) Cyber Security Framework.
−Removed: The Company is executing on a multi-year cybersecurity resiliency improvement plan to improve processes, technology and governance to mitigate threats, and in fiscal 2020 completed an internal audit to assess the completeness and operating effectiveness of cybersecurity controls.
−Removed: The Company also includes risks related to climate change and other environmental, social and governance (“ESG”) considerations as part of its enterprise risk management process.
+Added: Since June 2015, the Chief Information Officer or Chief Information Security Officer has provided regular updates to the Board on the advancing maturity of the Company’s cybersecurity program, including reports on threat monitoring, penetration testing, vulnerability remediation, encryption efforts and compliance activities.
+Added: The updates also include reports on the Company’s third-party cybersecurity accreditations and certifications, including the Company’s progress toward achieving SOC 2 certification, and on the advancement of the Company’s security posture.
+Added: The Company is executing on a multi-year cybersecurity resiliency improvement plan to improve processes, technology and governance to mitigate threats, and in fiscal 2021 proactively developed a COVID-19 cybersecurity threat response plan.
+Added: The Company also includes risks related to climate change and other environment al, social and governance (“ESG”) considerations as part of its enterprise risk management process.
Ethical Business Conduct and Code of Business Standards and Principles
13 unchanged sentences
The Chair of the RMCC also makes a report to the Audit and Risk Management Committee, at least quarterly, on its activities.
−Removed: Randall Cook, the Company’s Chief Legal Officer and Corporate Secretary, serves as the Chief Compliance Officer and Chief Risk Officer of the Company.
−Removed: The Code is available on the Company’s website at us.blackberry.com/company/investors/corporate-governance.html, or upon request to the Corporate Secretary of the Company at its executive office, 2200 University Avenue East, Waterloo, Ontario,
+Added: Randall Cook,
+Added: the Company’s Chief Legal Officer and Corporate Secretary, serves as the Chief Compliance Officer and Chief Risk Officer of the Company.
+Added: The Code is available on the Company’s website at us.blackberry.com/company/investors/corporate-governance.html, or upon request to the Corporate Secretary of the Company at its executive office, 2200 University Avenue East, Waterloo, Ontario, N2K 0A7.
If we make any substantive amendments to the finance code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our Chief Executive Officer or Chief Financial Officer, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K.
EXECUTIVE COMPENSATION
−Removed: The information required by this item will be included in our 2020 Proxy Statement, which will be filed with the SEC within 120 days after the end of our fiscal year ended February 29, 2020, and is incorporated herein by reference to our 2020 Proxy Statement.
+Added: The information required by this item will be included in our 2021 Proxy Statement, which will be filed with the SEC within 120 days after the end of our fiscal year ended February 28, 2021, and is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by this item will be included in our 2020 Proxy Statement, which will be filed with the SEC within 120 days after the end of our fiscal year ended February 29, 2020, and is incorporated herein by reference to our 2020 Proxy Statement.
+Added: The information required by this item will be included in our 2021 Proxy Statement, which will be filed with the SEC within 120 days after the end of our fiscal year ended February 28, 2021, and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this item will be included in our 2020 Proxy Statement, which will be filed with the SEC within 120 days after the end of our fiscal year ended February 29, 2020, and is incorporated herein by reference to our 2020 Proxy Statement.
+Added: The information required by this item will be included in our 2021 Proxy Statement, which will be filed with the SEC within 120 days after the end of our fiscal year ended February 28, 2021, and is incorporated herein by reference.
PRINCIPAL ACCOUNTING FEES AND SERVICES
−Removed: The information required by this item will be included in our 2020 Proxy Statement, which will be filed with the SEC within 120 days after the end of our fiscal year ended February 29, 2020, and is incorporated herein by reference to our 2020 Proxy Statement.
−Removed: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
+Added: The information required by this item will be included in our 2021 Proxy Statement, which will be filed with the SEC within 120 days after the end of our fiscal year ended February 28, 2021, and is incorporated herein by reference.
+Added: EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
Financial Statements and Schedules
The financial statements filed as part of this filing are listed on the Index to Consolidated Financial Statements in Item 8.
+Added: Financial statement schedules have been omitted since they either are not required, not applicable, or the information is otherwise included in the Consolidated Financial Statements and accompanying notes in Item 8.
Exhibit Number Description of Exhibit
8 unchanged sentences
4.2 Trust Indenture, dated September 7, 2016, by and among BlackBerry Limited, as the issuer, the guarantors named therein, and BNY Trust Company of Canada, as trustee, providing for the issue of 3.75% Convertible Unsecured Debentures due November 13, 2020 (including form of Debenture) (incorporated by reference to Registrant’s Report on Form 6-K, furnished to the SEC on September 8, 2016)
−Removed: 4.3* Description of Registered Securities
−Removed: 10.1*† Amended and Restated BlackBerry Limited Equity Incentive Plan Amended and Restated Deferred Share Unit Plan for Directors
−Removed: 10.2*† Amended and Restated Deferred Share Unit Plan for Directors
−Removed: 10.3*† Form of restricted share unit agreement
−Removed: 10.4*† Form of performance based restricted share unit agreement
−Removed: 10.5*† Form of indemnification agreement for directors and executive officers
−Removed: 10.6*† Employment agreement with John Chen, dated November 3, 2013
−Removed: 10.7*† Employment agreement with Steve Rai, dated September 23, 2019
+Added: 4.3 Description of Registered Securities ( incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38232), filed with the SEC on April 7, 2020)
+Added: 4.4 Indenture dated September 1, 2020 (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by the Company on September 2, 2020)
+Added: 4.5 First Supplemental Indenture dated August 28, 2020 (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed by the Company on September 2, 2020)
+Added: 4.6 Second Supplemental Indenture dated August 28, 2020 (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed by the Company on September 2, 2020)
+Added: 10.1† Amended and Restated BlackBerry Limited Equity Incentive Plan Amended and Restated Deferred Share Unit Plan for Directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38232), filed with the SEC on April 7, 2020)
+Added: 10.2† Amended and Restated Deferred Share Unit Plan for Directors (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38232), filed with the SEC on April 7, 2020)
+Added: 10.3† Form of restricted share unit agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38232), filed with the SEC on April 7, 2020)
+Added: 10.4† Form of performance based restricted share unit agreement (incorporated by reference to Exhibit 10.
+Added: 4 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38232), filed with the SEC on April 7, 2020)
+Added: 10.5† Form of indemnification agreement for directors and executive officers (incorporated by reference to Exhibit 10.
+Added: 5 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38232), filed with the SEC on April 7, 2020)
+Added: 10.6† Employment agreement with John Chen, dated November 3, 2013 (incorporated by reference to Exhibit 10.
+Added: 6 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38232), filed with the SEC on April 7, 2020)
+Added: 10.7† Employment agreement with Steve Rai, dated September 23, 2019 (incorporated by reference to Exhibit 10.
+Added: 7 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38232), filed with the SEC on April 7, 2020)
+Added: 10.8† Employment agreement with Billy Ho, dated March 17, 2020 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by the Company on June 25, 2020)
+Added: 10.9† Employment agreement with Nita White-Ivy, dated April 7, 2017 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed by the Company on June 25, 2020)
+Added: 10.10† Employment agreement with Randall Cook, dated August 6, 2018 (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K filed by the Company on June 25, 2020)
+Added: 10.11† Employment agreement with Steven Capelli, dated September 23, 2019 (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K filed by the Company on June 25, 2020)
+Added: 10.12† Consent Agreement with Hamblin Watsa Investment Counsel Ltd.
+Added: dated July 21, 2020 (incorporated by reference to Exhibit 99.2 to the current report on Form 8-K filed by the Company on August 24, 2020)
+Added: 10.13† Subscription Agreement dated August 31, 2020 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by the Company on September 2, 2020)
21* List of subsidiaries
−Removed: 23* Consent of Ernst & Young LLP
+Added: 23.1* Consent of P r i ce waterhouseCoopers LLP
+Added: 23.2* Consent of Ernst and Young LLP
31.1* Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a)
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 99.1 Financial Results for quarter ended May 31, 2019 (incorporated by reference to Registrant’s Report on Form 6-K, as furnished to the SEC on June 26, 2019)
−Removed: 99.2 Financial Results for quarter ended August 31, 2019 (incorporated by reference to Registrant’s Report on Form 6-K, as furnished to the SEC on September 25, 2019)
−Removed: 99.3 Financial Results for quarter ended November 30, 2019 (incorporated by reference to Registrant’s Report Report on Form 6-K, as furnished to the SEC on December 20, 2019)
101* XBRL Instance Document – the document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
12 unchanged sentences
BLACKBERRY LIMITED
−Removed: April 6, 2020 By:
+Added: March 31, 2021 By:
/s/ John Chen
5 unchanged sentences
/s/ JOHN CHEN
−Removed: Executive Chairman and Chief Executive Officer (Principal Executive Officer) April 6, 2020
+Added: Executive Chairman and Chief Executive Officer (Principal Executive Officer) March 31, 2021
Lead Director
−Removed: April 6, 2020
+Added: March 31, 2021
/s/ MICHAEL DANIELS
−Removed: Director April 6, 2020
+Added: Director March 31, 2021
Michael Daniels
/s/ TIMOTHY DATTELS
−Removed: April 6, 2020
+Added: March 31, 2021
Timothy Dattels
/s/ LISA DISBROW
−Removed: April 6, 2020
+Added: March 31, 2021
/s/ RICHARD LYNCH
−Removed: April 6, 2020
+Added: March 31, 2021
Richard Lynch
−Removed: /s/ LISA SMALDONE ALSUP
−Removed: April 6, 2020
+Added: /s/ LAURIE SMALDONE ALSUP
+Added: March 31, 2021
Laurie Smaldone Alsup
/s/ BARBARA STYMIEST
−Removed: Director April 6, 2020
+Added: Director March 31, 2021
Barbara Stymiest
/s/ WAYNE WOUTERS
−Removed: Director April 6, 2020
+Added: Director March 31, 2021
Wayne Wouters
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.