UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ☒ 1934 For the fiscal year ended February 29, 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT ☐ OF 1934 For the transition period from to Commission file number 001-38232 ______________________________________________________ BlackBerry Limited (Exact name of registrant as specified in its charter) Canada 98-0164408 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization) 2200 University Ave East Waterloo Ontario Canada N2K 0A7 (Address of Principal Executive Offices) (Zip Code) (519) 888-7465 Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Shares BB New York Stock Exchange Common Shares BB Toronto Stock Exchange Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o 1 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer ☐ Non-accelerated filer o Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x The aggregate market value of voting stock held by non-affiliates of the registrant on August 31, 2019, the last business date of the registrant’s most recently completed second fiscal quarter, based on the closing price of the common shares as reported by the New York Stock Exchange, was approximately $3.8 billion. The registrant had 554,226,702 shares of common shares issued and outstanding as of March 26, 2020. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement for its 2020 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended February 29, 2020. 2 BLACKBERRY LIMITED TABLE OF CONTENTS Page No. PART I Item 1 Business 4 Item 1A Risk Factors 11 Item 1B Unresolved Staff Comments 23 Item 2 Properties 23 Item 3 Legal Proceedings 24 Item 4 Mine Safety Disclosures 24 PART II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25 Item 6 Selected Financial Data 27 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operation 28 Item 7A Quantitative and Qualitative Disclosures about Market Risk 61 Item 8 Financial Statements and Supplementary Data 63 Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 111 Item 9A Controls and Procedures 111 Part III Item 10 Directors, Executive Officers and Corporate Governance 113 Item 11 Executive Compensation 116 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 116 Item 13 Certain Relationships and Related Transactions, and Director Independence 116 Item 14 Principal Accounting Fees and Services 116 PART IV Item 15 Exhibits and Financial Statement Schedules 117 Item 16 Form 10-K Summary 118 Signatures 119 3 Unless the context otherwise requires, all references to the “Company” and “BlackBerry” include BlackBerry Limited and its subsidiaries. PART I ITEM 1. BUSINESS The Company The Company provides intelligent security software and services to enterprises and governments around the world. The company secures more than 500 million endpoints including 150 million cars. Based in Waterloo, Ontario, the company leverages artificial intelligence (“AI”) and machine learning to deliver innovative solutions in the areas of cybersecurity, safety and data privacy, and is a leader in the areas of endpoint security management, encryption, and embedded systems. The Company was incorporated under the Business Corporations Act (Ontario) (“OBCA”) on March 7, 1984 and commenced operations at that time. The Company has amalgamated with several of its wholly-owned subsidiaries, the last amalgamation occurring through the filing of articles of amalgamation under the OBCA on November 4, 2013. The Company’s common shares trade under the ticker symbol “BB” on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”). Intercorporate Relationships The Company has five material subsidiaries, all of which are wholly-owned, directly or indirectly, by the Company in each case as at February 29, 2020. Name of Subsidiary Jurisdiction of Incorporation or Organization BlackBerry Corporation Delaware, U.S.A. BlackBerry UK Limited England and Wales Cylance Inc. Delaware, U.S.A. Good Technology Corporation Delaware, U.S.A. QNX Software Systems Limited Ontario, Canada Internet of Things Security Software Industry As the digital transformation of enterprises continues to advance, workforces are becoming more distributed and mobile, and data and applications are increasingly migrating to the cloud. As part of this trend, the number of connected endpoints is growing rapidly, as is their complexity and the volume of sensitive data that they process and store. These endpoints, which include smartphones, laptops, desktops, servers, vehicles, industrial equipment and other connected devices in the Internet of Things (“IoT”), increasingly operate beyond the traditional network security perimeter and present an expanding attack surface to cyber adversaries. At the same time, the threat environment for enterprises has become increasingly hostile as the number of adversaries grows and the sophistication of their attacks, increasingly focused on the endpoint, continues to develop. Today’s malicious actors are often well-trained and well-funded criminal organizations, state-sponsored agents and international hacking collectives with the capability of employing advanced techniques to penetrate endpoints and encrypt, destroy or exfiltrate data. These groups have been responsible for highly publicized breaches that have exposed personal information and intellectual property, disrupted operations and caused significant financial and reputational damage to organizations across a broad range of industries. Against this backdrop, regulators are enacting new measures to ensure that enterprises are held accountable for their management of cybersecurity risk. In particular, changes to data privacy laws in the United States, Europe and other jurisdictions are compounding the challenges faced by organizations by increasing their responsibilities for securing their data as well as that of their customers. This landscape has created opportunities for secure communications platforms, endpoint management and protection solutions, embedded systems, enterprise applications, analytic tools and related services that help enterprises to secure their connected endpoints, enhance data privacy and demonstrate compliance with applicable regulations. 4 Strategy The Company is widely recognized for its intelligent security software and services, and believes that it delivers the broadest set of security capabilities and visibility in the market, covering users, devices, networks, apps and data. The Company leverages its extensive technology portfolio to offer best-in-class security, safety and reliability to enterprise customers in growing segments of the IoT, cybersecurity, connected transportation, healthcare, financial services and government markets. The Company’s goal is to remain a leader in regulated industries and other core verticals by continuing to extend the functionality of its secure BlackBerry Spark® software platform through organic investments and strategic acquisitions and partnerships. The Company intends to drive revenue growth and to achieve margins that are consistent with those of other enterprise software companies. The Company’s go-to-market strategy