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, June   2009  

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 40-F:

Form 20-F   o Form 40-F   þ

     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   þ

      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	Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended May 30, 2009
2	Consolidated Financial Statements for the Three Months Ended May 30, 2009
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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 30, 2009

June 19, 2009

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 ended May 30, 2009 and the Company’s audited consolidated financial statements and accompanying notes, and MD&A, for the fiscal year ended February 28, 2009. 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 United States 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 ended May 30, 2009 and up to and including June 19, 2009.

Additional information about the Company, including the Company’s Annual Information Form, which is included in RIM’s Annual Report on Form 40-F, can be found on SEDAR at www.sedar.com and on the U.S. Securities and Exchange Commission’s (“SEC”) website 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:

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

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

• the Company’s expectations regarding gross margins;

• the Company’s estimates regarding its effective tax rate and the affect of recent changes in Canadian tax legislation;

• 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 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,

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

including, without limitation, the following factors, which are discussed in greater detail in the “Risk Factors” section of RIM’s Annual Information Form, which is included in RIM’s Annual Report on Form 40-F:

• 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;

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

• RIM’s ability to enhance current products and develop new products;

• RIM’s ability to establish new, and to build on existing, relationships with its network carrier partners and distributors;

• RIM’s dependence on its carrier partners to grow its BlackBerry subscriber account base;

• RIM’s dependence on a limited number of significant customers;

• the efficient and uninterrupted operation of RIM’s network operations center and the networks of its carrier partners;

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

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

• 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;

• the continued quality and reliability of RIM’s products and services;

• 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;

• foreign exchange risks;

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

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

• 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 that RIM may be required to reduce its prices to compete effectively;

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

• reliance on third-party network infrastructure developers and software platform vendors;

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

• government regulation of wireless spectrum and radio frequencies;

• continued use and expansion of the Internet;

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

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

• 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.

2

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

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 around the world and include the BlackBerry^® wireless solution, and other software and hardware. The Company’s sales and marketing efforts include collaboration with strategic partners and distribution channels to promote the sale of its products and services as well as its own supporting sales and marketing teams.

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^®, MSN^®/Hotmail, Yahoo! Mail^®, POP3/ISP email and others.

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, a personal information manager (“PIM”) including contact, calendar, tasks and memo functionality, which can synchronize with the user’s desktop PIM system, and web-browsing capability. 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 to a carrier/distributor where a carrier or other distributor 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 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.

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

An important part of RIM’s BlackBerry wireless solution is the software that is installed on corporate server level, and in some cases on personal computers. Software revenues include fees from (i) licensing RIM’s BlackBerry Enterprise Server™ (“BES”) software; (ii) 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.

RIM also offers the BlackBerry Connect™ Licensing Program, which enables leading device manufacturers to equip their devices with BlackBerry functionality, in order that users and organizations can connect to BlackBerry wireless services on a broader selection of devices and operating systems. BlackBerry Connect technology enables a variety of leading manufacturers to take advantage of proven BlackBerry architecture to automatically deliver email and other data to a broader choice of wireless devices, operating systems and email applications.

Revenues are also generated from sales of accessories, repair and maintenance programs and non-recurring engineering services (“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 Committee. There have been no material 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 28, 2009.

Summary Results of Operations — First Quarter of Fiscal 2010 Compared to the First Quarter of Fiscal 2009

The following table sets forth certain unaudited consolidated statement of operations data, which is expressed in thousands of dollars and as a percentage of revenue for the interim periods indicated, as well as certain unaudited consolidated balance sheet data, as at May 30, 2009 and May 31, 2008 which is expressed in thousands of dollars, except for share and per share amounts, as at May 30, 2009 and May 31, 2008.

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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
									Q1 Fiscal
	May 30, 2009				May 31, 2008				2010/2009
	(in thousands, except for per share amounts)
Revenue	$	3,423,510	100.0	%	$	2,242,565	100.0	%	$	1,180,945
Cost of sales		1,931,985	56.4	%		1,105,208	49.3	%		826,777
Gross margin		1,491,525	43.6	%		1,137,357	50.7	%		354,168
Expenses
Research and development		219,777	6.4	%		127,776	5 .7	%		92,001
Selling, marketing and administration (1)		514,291	15.0	%		326,592	14.6	%		187,699
Amortization		67,396	2.0	%		36,552	1 .6	%		30,844
		801,464	23.4	%		490,920	21.9	%		310,544
Income from operations		690,061	20.2	%		646,437	28.8	%		43,624
Investment income		9,136	0.3	%		18,977	0 .8	%		(9,841	)
Income before income taxes		699,197	20.4	%		665,414	29.7	%		33,783
Provision for income taxes (1)		56,167	1.6	%		182,899	8 .2	%		(126,732	)
Net income (1)	$	643,030	18.8	%	$	482,515	21.5	%	$	160,515
Earnings per share
Basic	$	1.13			$	0.86			$	0.27
Diluted	$	1.12			$	0.84			$	0.28
Weighted-average number of shares outstanding (000’s)
Basic		566,787				563,564
Diluted		573,259				574,650
Total assets	$	8,835,466			$	5,863,339			$	2,972,127
Total liabilities	$	2,347,134			$	1,426,985			$	920,149
Total long — term liabilities	$	81,435			$	92,695			$	(11,260	)
Shareholders’ equity	$	6,488,332			$	4,436,354			$	2,051,978

Note:

(1) Selling, marketing and administration includes an unusual charge of $96.4 million and provision for income taxes includes a benefit of $175.1 million in the first quarter of fiscal 2010. These items relate to the enactment of functional currency tax legislation in Canada and 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. These items had an after tax benefit of $78.7 million to net income, or $0.14 diluted earnings per share, for the first quarter of fiscal 2010. See “Results of Operations — Selling, Marketing and Administration Expenses” and “Results of Operations — Income Taxes”.

5

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

Executive Summary

Revenue for the first quarter of fiscal 2010 was $3.42 billion, an increase of $1.18 billion, or 52.7%, from $2.24 billion in first quarter of fiscal 2009. The number of BlackBerry devices sold increased by approximately 2.4 million, or 44.8%, to approximately 7.8 million in the first quarter of fiscal 2010, compared to approximately 5.4 million in the first quarter of fiscal 2009. Device revenue increased by $949.6 million, or 51.7%, to $2.79 billion, reflecting primarily the higher number of devices sold. Service revenue increased by $158.2 million to $450.6 million, reflecting the increase of approximately 12.5 million net new BlackBerry subscriber accounts since the first quarter of fiscal 2009. The BlackBerry subscriber account base increased to approximately 28.5 million as a result of 3.8 million net subscriber account additions in the first quarter of 2010. Other revenue increased by $77.4 million to $122.7 million in the first quarter of fiscal 2010.

The Company’s net income for the first quarter of fiscal 2010 was $643.0 million, an increase of $160.5 million, or 33.3%, compared to net income of $482.5 million in the first quarter of fiscal 2009. Basic earnings per share (“basic EPS”) was $1.13 and diluted earnings per share (“diluted EPS”) was $1.12 in the first quarter of fiscal 2010 compared to $0.86 basic EPS and $0.84 diluted EPS in the first quarter of fiscal 2009, a 33.3% increase when compared to fiscal 2009. Included in net income for the first quarter of fiscal 2010 was a benefit of $78.7 million consisting of the net benefit resulting from the enactment of functional currency tax rules in Canada partially offset by the after-tax provision resulting from the Company’s payment on account of tax liabilities of certain employees relating to the exercise of certain stock options. See “Results of Operations — Selling, Marketing and Administration Expenses” and “Results of Operations — Income Taxes”.

The increase in net income in the first quarter of fiscal 2010 in the amount of $160.5 million primarily reflects an increase in gross margin in the amount of $354.2 million, resulting primarily from the increased number of device shipments and a decrease in the provision for income taxes of $126.7 million which included a benefit of $145.0 million, and was partially offset by the decrease of consolidated gross margin percentage, as well as an increase of $279.7 million in the Company’s investment in research and development and selling, marketing and administration expenses which included unusual charges of $96.4 million. See “Results of Operations — Selling, Marketing and Administration Expenses” and “Results of Operations — Income Taxes”.

Adjusted net income was $564.4 million and adjusted diluted EPS was $0.98 in the first quarter of fiscal 2010. See “Non-GAAP Financial Measures”.

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

Results of Operations

Three months ended May 30, 2009 compared to the three months ended May 31, 2008

Revenue

Revenue for the first quarter of fiscal 2010 was $3.42 billion, an increase of $1.18 billion, or 52.7%, from $2.24 billion in the first quarter of fiscal 2009.

6

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

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

									Change - Fiscal
	Q1 Fiscal 2010				Q1 Fiscal 2009				2010/2009
Number of devices sold		7,816,000				5,398,000				2,418,000		44.8	%
Average Selling Price (“ASP”)	$	357			$	341			$	16		4.7	%
Revenues (in thousands)
Devices	$	2,787,969	81.4	%	$	1,838,337	82.0	%	$	949,632		51.7	%
Service		450,584	13.2	%		292,376	13.0	%		158,208		54.1	%
Software		62,271	1.8	%		66,541	3.0	%		(4,270	)	(6.4	%)
Other		122,686	3.6	%		45,311	2.0	%		77,375		170.8	%
	$	3,423,510	100.0	%	$	2,242,565	100.0	%	$	1,180,945		52.7	%

Device revenue increased by $949.6 million, or 51.7%, to $2.79 billion, or 81.4% of consolidated revenue, in the first quarter of fiscal 2010 compared to $1.84 billion, or 82.0%, of consolidated revenue in the first quarter of fiscal 2009. This increase in device revenue over the prior year was primarily attributable to a volume increase of approximately 2.4 million units, or 44.8%, to approximately 7.8 million devices in the first quarter of fiscal 2010 compared to approximately 5.4 million devices in the first quarter of fiscal 2009. ASP increased to $357 in the first quarter of fiscal 2010 from $341 in the first quarter of fiscal 2009 due primarily to a change in the BlackBerry device mix of certain new products that are feature rich and designed to operate on new network technologies. The Company currently expects ASP to be lower in the second quarter of fiscal 2010 when compared to the first quarter of fiscal 2010, as RIM expands its market focus into the consumer market and as the technology continues to mature. ASP is dependent on a number of factors including projected future sales volumes, device mix, new device introductions for the Company’s enterprise, prosumer and consumer offerings as well as pricing by competitors in the industry.

The Company estimates that a $10, or 2.8%, change in overall ASP would result in a quarterly revenue change of approximately $78 million, based upon the Company’s volume of devices shipped in the first quarter fiscal 2010.

Service revenue increased by $158.2 million, or 54.1%, to $450.6 million or 13.2% of consolidated revenue in the first quarter of fiscal 2010 compared to $292.4 million, or 13.0% of consolidated revenue in first quarter of fiscal 2009, reflecting the Company’s increase in BlackBerry subscriber accounts since the first quarter of fiscal 2009. Net BlackBerry subscriber account additions were approximately 3.8 million for the first quarter of fiscal 2010 compared to approximately 2.3 million for the first quarter of fiscal 2009. The total BlackBerry subscriber account base at the end of the first quarter of fiscal 2010 was approximately 28.5 million subscribers compared to approximately 16 million subscribers at the end of the first quarter of fiscal 2009. The percentage of the subscriber account base outside of North America at the end of the first quarter of fiscal 2010 was approximately 33%.

7

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

Software revenue includes fees from licensed BES software, CALs, technical support, maintenance and upgrades. Software revenue decreased $4.2 million, or 6.4%, to $62.3 million in the first quarter of fiscal 2010 from $66.5 million in the first quarter of fiscal 2009. The majority of the decrease was attributable to CALs and BES, partially offset by an increase in maintenance and other software revenues.

Other revenue, which includes accessories, non-warranty repairs, NRE and gains and losses on revenue hedging instruments, increased by $77.4 million to $122.7 million in the first quarter of fiscal 2010 compared to $45.3 million in the first quarter of fiscal 2009. The majority of the increase was attributable to increases in non-warranty repair, sales of accessories and gains realized from revenue hedging instruments. See “Market Risk of Financial Instruments — Foreign Exchange” for additional information on the Company’s revenue hedging instruments.

Gross Margin

Consolidated gross margin increased by $354.2 million, or 31.1%, to $1.49 billion, or 43.6% of revenue, in the first quarter of fiscal 2010, compared to $1.14 billion, or 50.7% of revenue, in the first quarter of fiscal 2009. The decrease of 7.1% in consolidated gross margin percentage was primarily due to a decrease in the blended device margins primarily driven by the introduction of certain new feature rich products that incorporate new technologies which were adopted at a faster rate than historically. Gross margin percentage for devices is generally lower than the Company’s consolidated gross margin percentage.

In the first quarter of fiscal 2010, consolidated gross margin of 43.6% of revenue increased when compared to consolidated gross margin of 40.0% of revenue in the fourth quarter of fiscal 2009. The increase of 3.6% in consolidated gross margin percentage was primarily due to raw material cost reductions and to a lesser extent an increase in the blended device margins and a lower percentage of device shipments which comprised of 81.4% of total revenue mix in the first quarter of fiscal 2010 compared to 83.3% in the fourth quarter of fiscal 2009.

The Company expects consolidated gross margin to be approximately 43% to 44% in the second quarter of fiscal 2010, based on the Company’s current expectation for product mix, device ASP, current product costs and foreign exchange.

Research and Development, Selling, Marketing and Administration, and Amortization Expense

The table below presents a comparison of research and development, selling, marketing and administration, and amortization expenses for the quarter ended May 30, 2009, compared to the quarter ended February 28, 2009 and the quarter ended May 31, 2008. The Company believes it is meaningful to provide a comparison between the first quarter of fiscal 2010 and the fourth quarter of fiscal 2009 given that RIM’s quarterly operating results vary substantially.

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

	Three Month Fiscal Periods Ended
	(in thousands)
	May 30, 2009					February 28, 2009					May 31, 2008
			% of					% of					% of
			Revenue					Revenue					Revenue
Revenue	$	3,423,510				$	3,463,193				$	2,242,565
Expenses
Research and development	$	219,777		6.4	%	$	182,535		5.3	%	$	127,776		5.7	%
Selling, marketing and administration (1)		514,291		15.0	%		406,493		11.7	%		326,592		14.6	%
Amortization		67,396		2.0	%		61,595		1.8	%		36,552		1.6	%
Total (1)	$	801,464		23.4	%	$	650,623		18.8	%	$	490,920		21.9	%

(1) Selling, marketing and administration expenses of $514.3 million for the first quarter of fiscal 2010 includes the impact of unusual charges of $54.3 million, or 1.6% of revenue, relating to the foreign exchange impact of the enactment of functional currency tax rules in Canada and a charge of $42.1 million, or 1.2% of revenue, for the payment on account of certain employee tax liabilities related to certain previously exercised stock options. Excluding the $96.4 million for these items, the total research and development, selling, marketing and administration and amortization was $705.0 million, or 20.6% of revenue for the first quarter of fiscal 2010. See “Results of Operations — Selling, Marketing and Administration Expenses”.

Total research and development, selling, marketing and administration, and amortization expenses for the first quarter of fiscal 2010 as a percentage of revenue increased by 4.6% to 23.4% of revenues when compared to the fourth quarter of fiscal 2009, or by 1.8% to 20.6% of revenue, excluding the impact of unusual charges described in the footnote of the table. In the first quarter of fiscal 2010, there were charges to selling, marketing and administration of $54.3 million, or 1.6% of revenue, relating to the foreign exchange impact of the enactment of functional currency tax rules in Canada and a charge of $42.1 million, or 1.2% for the payment on account of certain employee tax liabilities related to certain previously-exercised stock options.

Research and Development

Research and development expenditures consist primarily of salaries and benefits for technical personnel, new product development costs, travel, office and related infrastructure costs and recruiting.

Research and development expenditures increased by $92.0 million to $219.8 million, or 6.4% of revenue, in the first quarter of fiscal 2010, compared to $127.8 million, or 5.7% of revenue, in the first quarter of fiscal 2009. The majority of the increases during the first quarter of fiscal 2010 compared to the first quarter of fiscal 2009 were attributable to salaries and benefits due to an increase in the average headcount associated with research and development activities which included the headcount of new business acquisitions, new product development and material costs, and related staffing infrastructure and building facilities costs.

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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, office and related staffing infrastructure costs and travel expenses.

Selling, marketing and administration expenses increased by $187.7 million to $514.3 million for the first quarter of fiscal 2010 compared to $326.6 million for the first quarter of fiscal 2009. As a percentage of revenue, selling, marketing and administration expenses increased to 15.0% in the first quarter of fiscal 2010 compared to 14.6% in the first quarter of fiscal 2009. 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, its reporting currency, with the effective date being the beginning of fiscal 2009. 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 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 a part of the Company’s foreign currency hedging program. See “Income Taxes” for further details on the functional currency legislation.

Selling, marketing and administration expenses also included a charge 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 exercised during certain time periods. The Company’s Board of Directors approved the payment on account of the incremental personal tax liabilities of certain employees, excluding RIM’s Co-Chief Executive Officers, upon exercise of certain stock options issued by the Company.

Excluding these items, adjusted selling, marketing and administration expense of $417.9 million, or 12.2 % of revenue, for the first quarter of fiscal 2010 compared to the first quarter of fiscal 2009 increased by $91.3 million which was primarily attributable to increased expenditures for marketing, advertising and promotion expenses including additional programs to support new products, salary and benefits expenses primarily as a result of increased personnel, external advisory fees and information technology costs. See “Non-GAAP Financial Measures”.

Amortization

The table below presents a comparison of amortization expense relating to capital assets and intangible assets for the quarter ended May 30, 2009 compared to the quarter ended May 31, 2008.

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

	(in thousands)
	Included in Amortization						Included in Cost of sales
	Three Month Fiscal Period Ended
	May 30, 2009		May 31, 2008		Change		May 30, 2009		May 31, 2008		Change
Capital assets	$	40,274	$	25,263	$	15,011	$	31,988	$	14,964	$	17,024
Intangible assets		27,122		11,289		15,833		29,157		5,163		23,994
Total	$	67,396	$	36,552	$	30,844	$	61,145	$	20,127	$	41,018

Amortization expense relating to certain capital and certain intangible assets increased by $30.8 million to $67.4 million for the first quarter of fiscal 2010 compared to $36.6 million for the comparable period in fiscal 2009. The increased amortization expense primarily reflects the impact of certain capital and intangible asset additions made over the last four quarters.

Total amortization expense with respect to intangible assets was $27.1 million in the first quarter of fiscal 2010 compared to $11.3 million in the first quarter of fiscal 2009. Refer to Notes 6 and 7 to the Consolidated Financial Statements.

Cost of sales

Amortization expense with respect to capital assets employed in the Company’s manufacturing operations and BlackBerry service operations increased to $32.0 million in the first quarter of fiscal 2010 compared to $15.0 million in the first quarter of fiscal 2009 and is charged to cost of sales in the Consolidated Statements of Operations. The increased amortization expense in the first quarter of fiscal 2010 primarily reflects the impact of amortization expense with respect to these acquired capital asset additions made over the last four quarters.

The amount of intangible assets amortization charged to cost of sales and was $29.2 million in the first quarter of fiscal 2010 compared to $5.2 million in the first quarter of fiscal 2009.

Investment Income

Investment income decreased by $9.9 million to $9.1 million in the first quarter of fiscal 2010 from $19.0 million in first quarter of fiscal 2009. The decrease primarily reflects the decrease in yields on investments due to lower interest rates when compared to the same period in fiscal 2009, offset partially by a slight increase in the average cash and cash equivalents, short-term investments and long-term investments balances. See “Liquidity and Capital Resources”.

Income Taxes

For the first quarter of fiscal 2010, the Company’s income tax expense was $56.2 million, resulting in an effective tax rate of 8.0% compared to income tax expense of $182.9 million and an effective tax rate of 27.5% for the same period last year. The Company’s effective tax rate reflects the geographic mix of earnings in jurisdictions with different tax rates. The Company’s effective tax rate, after considering adjustments for certain items (see “Non-GAAP Financial Measures”), was 29.1% and was within management’s estimate of 29% to 30% for the first quarter of fiscal 2010.

11

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

On March 12, 2009, the Government of Canada enacted changes to the legislation that allows the Company the option to elect, on an annual basis, to determine its Canadian income tax results on its functional currency (the U.S. dollar) rather than the Canadian dollar. While the Company had elected for Canadian tax purposes to adopt these rules in the third quarter of fiscal 2009, the Company could not recognize the related tax benefit of electing to adopt these rules under U.S. GAAP until the first quarter of fiscal 2010. As a result of the enactment of the changes to the legislation and the Company’s election, the Company is able to recalculate its fiscal 2009 Canadian income tax liability based on its functional currency, the U.S. dollar. In the first quarter of fiscal 2010, the Company recorded an incremental tax benefit of approximately $145.0 million to net income relating to its election to determine its Canadian income tax based on its functional currency. As a result of the Company’s election to determine its Canadian income tax based on its functional currency, the volatility in the Company’s effective tax rate due to changes in foreign exchange rates should be reduced.

Management anticipates the Company’s effective tax rate for the remainder of fiscal 2010 to be approximately 29% to 30%.

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.

Net Income

Net income was $643.0 million in the first quarter of fiscal 2010, compared to net income of $482.5 million in the first quarter of fiscal 2009. Basic EPS was $1.13 and diluted EPS was $1.12 in the first quarter of fiscal 2010 compared to $0.86 basic EPS and $0.84 diluted EPS, in the first quarter of fiscal 2009. Included in net income for the first quarter of 2010 was a benefit of $78.7 million consisting of the net benefit resulting from the enactment of functional currency tax rules in Canada that was partially offset by the after-tax provision resulting from the Company’s payment on account of tax liabilities of certain employees relating to the exercise of certain stock options. See “Results of Operations – Selling, Marketing and Administration Expenses” and “Results of Operations – Income Taxes”.

The increase in net income in the first quarter of fiscal 2010 in the amount of $160.5 million from the first quarter of fiscal 2009 primarily reflects an increase in gross margin in the amount of $354.2 million, resulting primarily from the increased number of device shipments and a decrease in the provision for income taxes of $126.7 million which included a benefit of $145.0 million, and was partially offset by the decrease of consolidated gross margin percentage, as well as an increase of $279.7 million in the Company’s investment in research and development and selling, marketing and administration expenses which included unusual charges of $96.4 million. See “Results of Operations – Selling, Marketing and Administration Expenses” and “Results of Operations – Income Taxes”.

12

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

Adjusted net income was $564.4 million and adjusted diluted EPS was $0.98 in the first quarter of fiscal 2010. See “Non-GAAP Financial Measures”.

The weighted average number of shares outstanding was 566.8 million common shares for basic EPS and 573.3 million common shares for diluted EPS for the quarter ended May 30, 2009 compared to 563.6 million common shares for basic EPS and 574.7 million common shares for diluted EPS for the same period last fiscal year.

Common Shares Outstanding

On June 17, 2009, there were 567.5 million common shares, 11.2 million options to purchase common shares, 658,834 restricted share units outstanding and 22,695 deferred share units outstanding.

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

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 May 30, 2009. 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.

13

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

	Fiscal Year 2010			Fiscal Year 2009												Fiscal Year 2008
	First			Fourth			Third			Second			First			Fourth			Third			Second
	Quarter			Quarter			Quarter			Quarter			Quarter			Quarter			Quarter			Quarter
	(in thousands, except per share data)
Revenue	$	3,423,510		$	3,463,193		$	2,782,098		$	2,577,330		$	2,242,565		$	1,882,705		$	1,672,529		$	1,372,250
Gross margin	$	1,491,525		$	1,383,578		$	1,269,506		$	1,306,857		$	1,137,357		$	968,222		$	847,872		$	704,417
Research and development, Selling, marketing and administration, and Amortization (1)		801,464			650,623			629,035			604,624			490,920			403,768			357,978			311,464
Investment income		(9,136	)		(10,568	)		(31,554	)		(17,168	)		(18,977	)		(20,114	)		(23,816	)		(18,984	)
Income before income taxes		699,197			743,523			672,025			719,401			665,414			584,568			513,710			411,937
Provision for income taxes (1)		56,167			225,264			275,729			223,855			182,899			172,067			143,249			124,252
Net income (1)	$	643,030		$	518,259		$	396,296		$	495,546		$	482,515		$	412,501		$	370,461		$	287,685
Earnings per share
Basic	$	1.13		$	0.92		$	0.70		$	0.88		$	0.86		$	0.73		$	0.66		$	0.51
Diluted	$	1.12		$	0.90		$	0.69		$	0.86		$	0.84		$	0.72		$	0.65		$	0.50
Research and development	$	219,777		$	182,535		$	193,044		$	181,347		$	127,776		$	104,573		$	92,150		$	88,171
Selling, marketing and administration (1)		514,291			406,493			382,968			379,644			326,592			267,881			238,175			197,943
Amortization		67,396			61,595			53,023			43,633			36,552			31,314			27,653			25,350
	$	801,464		$	650,623		$	629,035		$	604,624		$	490,920		$	403,768		$	357,978		$	311,464

Note:

(1) Selling, marketing and administration includes an unusual charge of $96.4 million and provision for income taxes includes a benefit of $175.1 million in the first quarter of fiscal 2010. These items relate to the enactment of the functional currency tax legislation and 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. These items had an after-tax benefit of $78.7 million to net income, or $0.14 diluted earnings per share, for the first quarter of fiscal 2010. See “Results of Operations – Selling, Marketing and Administration Expenses” and “Results of Operations – Income Taxes”.

Non-GAAP Financial Measures

The Company’s financial statements are prepared in accordance with U.S. GAAP on a basis consistent for all periods presented. In this MD&A, the Company has presented the following “non-GAAP financial measures”: adjusted selling, marketing and administration, adjusted income before income taxes, adjusted provision for income taxes, adjusted net income and adjusted diluted earnings per share. The term “non-GAAP financial measure” is used to refer to a numerical measure of a company’s historical or future financial performance, financial position or cash flows that: (i) excludes amounts, or is subject to adjustments that have

14

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

the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with U.S. GAAP in a company’s statement of income, balance sheet or statement of cash flows; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. Adjusted selling, marketing and administration, adjusted income before income taxes, adjusted provision for income taxes, adjusted net income and adjusted diluted earnings per share are non-GAAP financial measures that exclude the impacts of the benefit relating to the enactment of functional currency tax reporting legislation by the Government of Canada and the 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 in the first quarter of fiscal 2010. This section of the MD&A describes the Company’s use of such non-GAAP financial measures.

The Company reported an income tax provision for fiscal 2009 that was higher than previously forecasted, the incremental portion of which was reversed in the first quarter of fiscal 2010. This annual provision reflects an effective tax rate that is significantly higher than the Company’s historical effective tax rate due to the significant depreciation of the Canadian dollar relative to the U.S. dollar and its effect on the Company’s U.S. dollar denominated assets and liabilities held by RIM’s Canadian operating companies that are subject to tax in Canadian dollars. The majority of this effect was experienced in the third quarter of fiscal 2009. As described in greater detail under “Results of Operations — Income Taxes”, on March 12, 2009 changes to the Income Tax Act (Canada) that allow RIM to calculate its fiscal 2009 Canadian income tax expense based on the U.S. dollar (the Company’s functional currency) were enacted. Although the Company elected for Canadian income tax purposes to adopt these rules in the third quarter of fiscal 2009, the Company could not recognize the related income tax reduction of electing to adopt these rules for U.S. GAAP financial reporting purposes until the quarter in which they are enacted, resulting in a higher provision for the fourth quarter of fiscal 2009. In the first quarter of fiscal 2010, the Company recorded an incremental, benefit of approximately $145.0 million to net income relating to the enactment of the rules. As result of the enactment of the rules, future volatility in the Company’s effective tax rate should be reduced.

In the first quarter of fiscal 2010, the Company also recorded an expense of $54.3 million ($37.4 million net of tax) primarily related to the reversal of foreign exchange gains previously recorded in fiscal 2009 on the revaluation of Canadian dollar denominated tax liability balances. See “Results of Operations – Selling, Marketing and Administration Expenses”.

Also, in the first quarter of fiscal 2010, there was a charge of approximately $42.1 million ($29.0 million net of tax) 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. The Company’s Board of Directors approved the payment on account of the incremental personal tax liabilities of certain employees, excluding RIM’s Co-Chief Executive Officers, upon exercise of certain stock options issued by the Company. See “Results of Operations – Selling, Marketing and Administration Expenses”.

Investors are cautioned that adjusted selling, marketing and administration, adjusted income before income taxes, adjusted provision for income taxes, adjusted net income and adjusted diluted earnings per share do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similarly titled measures reported by other issuers. These non-GAAP financial measures should be considered in the context of the Company’s U.S. GAAP results.

15

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

The following table provides a reconciliation of selling, marketing and administration to adjusted selling, marketing and administration, income before income taxes to adjusted income before income taxes, provision for income taxes to adjusted provision for income taxes, net income to adjusted net income and diluted earnings per share to adjusted diluted earnings per share.

	For the quarter ended May 30, 2009
	(in thousands, except per share amounts)
		Selling,
		marketing and			Income before		Provision for		Net			Diluted
		administration			income taxes		income taxes		income			EPS
As reported		$	514,291		$	699,197	$	56,167	$	643,030		$	1.12
Foreign exchange impact of enactment of functional currency tax rules			(54,300	)		54,300		16,904		37,396			0.06
Provision for employee tax obligations for stock options			(42,132	)		42,132		13,180		28,952			0.05
Tax benefit recorded on enactment of functional currency tax rules			—			—		145,000		(145,000	)		(0.25	)
Sub-total			(96,432	)		96,432		175,084		(78,652	)		(0.14	)
Adjusted		$	417,859		$	795,629	$	231,251	$	564,378		$	0.98

Financial Condition

Liquidity and Capital Resources

Cash and cash equivalents, short-term investments and long-term investments increased by $180.4 million to $2.42 billion as at May 30, 2009 from $2.24 billion as at February 28, 2009. The majority of the Company’s cash and cash equivalents, short-term investments and long-term investments are denominated in U.S. dollars as at May 30, 2009.

A comparative summary of cash and cash equivalents, short-term investments and long-term investments is set out below:

	As at
	(in thousands)
					Change - Fiscal
	May 30, 2009		February 28, 2009		2010/2009
Cash and cash equivalents	$	1,135,325	$	835,546	$	299,779
Short-term investments		619,914		682,666		(62,752	)
Long-term investments		663,990		720,635		(56,645	)
Cash and cash equivalents, short-term investments and long-term investments	$	2,419,229	$	2,238,847	$	180,382

16

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

Three months ended May 30, 2009 compared to the three months ended May 31, 2008

Operating Activities

Cash flow provided by operating activities was $614.6 million in the first quarter of fiscal 2010 reflects higher net income, including the add back of amortization expense, compared to the same period in last fiscal year, offset by lower net changes in working capital in the first quarter of fiscal 2010 compared to the first quarter of fiscal 2009. The table below summarizes the key components of this net increase.

	Three Months Ended
	(in thousands)
							Change - Fiscal
	May 30, 2009			May 31, 2008			2010/2009
Net income	$	643,030		$	482,515		$	160,515
Amortization		128,541			56,679			71,862
Deferred income taxes		(57,516	)		(42,751	)		(14,765	)
Income taxes payable		3,494			(425	)		3,919
Stock-based compensation		12,701			9,900			2,801
Other		(25,589	)		(1,869	)		(23,720	)
Net changes in working capital		(90,038	)		(498,533	)		408,495
Cash provided from operating activities	$	614,623		$	5,516		$	609,107

The increase in working capital in the first quarter of fiscal 2010 was primarily due to increases in trade receivables and a decrease in income taxes payables, partially offset by an increase in accrued liabilities and accounts payable. The increase in working capital in the first quarter of fiscal 2009 was primarily due to increases in trade receivables and a decrease in income taxes payable, partially offset by an increase in accrued liabilities. The first quarter of fiscal 2010 included payments of approximately $293 million for income taxes relating to fiscal 2009 while the first quarter of fiscal 2009 included a payment of approximately $460 million for income taxes relating to fiscal 2008.

Financing Activities

Cash flow used in financing activities was $33.7 million for the first quarter of fiscal 2010 and was 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 which are classified on the balance sheet for accounting purposes as Treasury Shares in the amount of $39.7 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 $11.5 million and tax benefits from the exercise of stock options. The cash flow provided by financing activities in the first quarter of fiscal 2009 in the amount of $25.7 million was primarily attributable to proceeds from the exercise of stock options and tax benefits from the exercise of stock options.

17

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

Investing Activities

During the three months ended May 30, 2009, cash flow used in investing activities was $298.4 million and included capital asset additions of $247.2 million, intangible asset additions of $63.1 million, business acquisitions of $124.4 million as well as 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 $136.4 million. For the same period of the prior fiscal year, cash flow used in investing activities was $233.2 million and included capital asset additions of $195.7 million, intangible asset additions of $96.9 million, as well as transactions involving the proceeds on sale or maturity of short-term investments and long-term investments, net of the costs of acquisition, amounting to $59.3 million. The increase in capital asset spending was primarily due to increased investment in land and buildings, renovations to existing facilities, expansion and enhancement of the BlackBerry infrastructure and computer equipment purchases. Intangible asset spending in the first quarter of fiscal 2010 was primarily associated with the purchase of patents and licenses. All acquired patents were recorded as Intangible assets and are being amortized over their estimated useful lives. Business acquisitions in the first quarter of fiscal 2010 related to the purchase of Certicom Corp. and the purchase of a company whose proprietary software will be incorporated into the Company’s software.

Auction Rate Securities

Auction rate securities are debt instruments with long-term nominal maturity dates for which the interest rates are reset through a dutch auction process, typically every 7, 28 or 35 days. Interest is paid at the end of each auction period, and the auction normally serves as the mechanism for securities holders to sell their existing positions to interested buyers. As at May 30, 2009, the Company held $40.5 million in face value of investment grade auction rate securities which are experiencing failed auctions as a result of more sell orders than buy orders, and these auctions have not yet returned to normal operations. The interest rate for these securities has been set at the maximum rate specified in the program documents and interest continues to be paid every 28 days as scheduled. As a result of the lack of continuing liquidity in these securities, the Company has adjusted the reported value to reflect an unrealized loss of $7.7 million, which the Company considers temporary and is reflected in other comprehensive income. In valuing these securities, the Company used a multi-year investment horizon and considered the underlying risk of the securities and the current market interest rate environment. 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 at this time. As there is uncertainty as to when market liquidity for auction rate securities will return to normal, the Company has classified the failing auction rate securities as long-term investments on the balance sheet. As at May 30, 2009, the Company does not consider these investments to be other-than-temporarily impaired.

Structured Investment Vehicle

A Structured Investment Vehicle (“SIV”) is a fund that seeks to generate investment returns by purchasing high grade long-term fixed income instruments and funding those purchases by issuing short-term debt instruments. Beginning in late 2007, widespread illiquidity in the market has prevented many SIVs from accessing necessary funding for ongoing operations.

18

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

In determining the value for these securities, the Company has considered 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 intent and ability to hold the debt securities.

The SIV holdings have been placed with an enforcement manager to be restructured or sold at the election of each senior note holder. The Company has elected to participate in the restructuring of the securities. The Company believes that the anticipated restructuring will likely result in extended maturities and/or a pro-rata distribution of proceeds from the income and principal payments on the assets underlying the securities. In the first quarter of fiscal 2010, the Company received a total of $1.3 million in principal and interest payments from the SIV. During fiscal 2009, the Company received a total $4.5 million in principal and interest payments from the SIV. As at May 30, 2009, the Company held $21.1 million face value of SIV securities that were negatively impacted by the changes in market conditions.

During the first quarter of fiscal 2010 and for the fiscal 2009, the Company did not record any other-than-temporary impairment charges associated with these investments. Given the uncertainty of the restructuring at this time, the Company cannot determine the potential impact that a restructuring will have on the value of these securities and has classified these securities as long-term investments. The Company may recognize additional impairment charges on these securities if the restructuring is unsuccessful or there is an other-than temporary impairment in the value of the underlying assets.

Other

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”). The face value, including accrued interest, as at May 30, 2009 is $84.8 million. 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. For those assets identified in the Letter, the Company is currently in the process of completing the necessary steps to have the assets returned. Further, the Company continues to work with the Administrators to identify the remaining assets not specifically identified in the Letter, 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 the first quarter of fiscal 2010.

19

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

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 May 30, 2009:

	(in thousands)
			Less than		One to		Four to		Greater than
	Total		One Year		Three Years		Five Years		Five Years
Operating lease obligations	$	203,210	$	32,184	$	77,177	$	38,232	$	55,617
Purchase obligations and commitments		3,918,934		3,918,934		—		—		—
Total	$	4,122,144	$	3,951,118	$	77,177	$	38,232	$	55,617

Purchase obligations and commitments amounted to approximately $3.92 billion as of May 30, 2009, with purchase orders with contract manufacturers representing approximately $3.07 billion of the total. The Company also has commitments on account of capital expenditures of approximately $131.8 million included in this total, primarily for manufacturing, facilities 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 and cash equivalents, short-term investments and long-term investments were $2.42 billion as at May 30, 2009. The Company believes its financial resources, together with expected future earnings, 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 a $100 million Demand Credit Facility (the “Facility”) to support and secure operating and financing requirements. As at May 30, 2009, the Company has utilized $7.3 million of the Facility for outstanding Letters of Credit and $92.7 million of the Facility is unused. The Company has pledged specific investments as security for this Facility.

The Company has an additional $2.3 million Demand Credit Facility (the “Additional Facility”). The Additional Facility is used to support and secure other operating and financing requirements. As at May 30, 2009, the Company has utilized $1.2 million of the Additional Facility for outstanding letters of credit and $1.1 million of the Additional Facility is 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.

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 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

20

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

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, which is included in RIM’s Annual Report on Form 40-F. 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 relating to those legal proceedings, as well as a summary of certain new legal proceedings, since April 7, 2009, the date of RIM’s Annual Information Form, and should be read in conjunction with the more detailed information contained in RIM’s Annual Information Form.

On February 3, 2005, TMO-DG requested that the Company indemnify TMO-DG in relation to litigation in Düsseldorf, Germany in which Inpro Licensing S.a.r.l. alleged infringement of European Patent EP0892947B1 against TMO-DG. The Company joined the Dusseldorf Litigation as an intervening party and also filed an invalidity action in the patent court in Munich Germany. On January 27, 2006, the Munich court declared the patent invalid which decision Inpro has appealed. On March 21, 2006, the Düsseldorf court stayed the infringement action until a final decision on Inpro’s appeal of the validity decision has been made. A hearing for the appeal has been set for March 18, 2010.

On August 28, 2007, Visto filed a complaint in the Eastern District (“ED”) of Texas against the Company alleging infringement of U.S. Patent Nos. 5,857,201 and 6,324,542. On January 8, 2008, Visto filed an amended complaint adding U.S. Patent No. 5,968,131. On June 16, 2008, Visto filed a second amended complaint adding U.S. Patent Nos. 7,363,349 and 7,373,571. On May 28, 2009, on Visto’s unopposed motion, the court dismissed the ‘201, ‘542 and ‘131 patents from the case. Proceedings are ongoing with the trial set for August 2, 2010.

On February 16, 2008 and February 21, 2008, the Company filed complaints against Motorola in the Northern District (“ND”) of Texas (Dallas) alleging breach of contract, antitrust violations, patent infringement of U.S. Patent Nos. 5,664,055; 5,699,485; 6,278,442; 6,452,588; 6,489,950; 6,611,254, 6,661,255; 6,919,879 and 7,227,536 and seeking a declaratory judgment of non-infringement and invalidity against Motorola U.S. Patent Nos. 5,359,317; 5,074,684; 5,764,899; 5,771,353; 5,958,006; 5,706,211; 6,101,531; 5,157,391; 5,394,140; 5,612,682 and 5,974,447. On February 16, 2008, Motorola filed a complaint for patent infringement against the Company in the ED of Texas and a complaint for a declaratory judgment of invalidity and non-infringement of the Company’s patents in the District of Delaware, both of which have been transferred and merged with the ND of Texas case filed by the Company. On January 9, 2009, Motorola added three new counterclaims for infringement of U.S. Patent Nos. 6,252,515, 5,189,389 and 5,953,413. On March 10, 2009, TIP Communications, LLC, a wholly-owned indirect subsidiary of the Company, filed a complaint against Motorola in the ND of Texas (Dallas) for infringement of U.S. Patent No. 5,956,329. On June 15, 2009, the Court granted RIM’s motion to stay this case as to Motorola’s patents that are currently in re-examination in the United States Patent & Trademark Office.

21

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

On March 6, 2008, Aloft Media LLC (“Aloft”) filed a complaint against the Company and 12 other parties in the ED of Texas alleging infringement of U.S. Patent No. 7,330,715. On July 29th, 2008, Aloft filed a second complaint against the Company in the ED of Texas alleging infringement of U.S. Patent No. 7,305,625. The parties settled both of these litigations on April 24, 2009 for an amount immaterial to the financial statements.

On July 29, 2008, Stragent, LLC filed complaint against the Company in the ED of Texas alleging infringement of U.S. Patent No. 6,665,722. The parties settled this litigation on April 24, 2009 for an amount immaterial to the financial statements.

On July 30, 2008, WIAV Solutions, LLC (“WIAV”) filed a complaint against the Company and other defendants in the ED of Virginia alleging infringement of U.S. Patent Nos. 6,256,606; 7,120,578; 6,275,794; 6,507,814; 7,266,493; 6,633,841; 6,104,992; 6,385,573; 6,539,205 and 6,680,920. The parties settled this litigation on June 1, 2009 for an amount immaterial to the consolidated financial statements.

On November 17, 2008, Spansion, Inc. and Spansion LLC (“Spansion”) filed a complaint with the U.S. International Trade Commission (“ITC”) against Samsung Electronics Co., Ltd. and other related Samsung companies (collectively “Samsung”) and other proposed respondents, including the Company, who purchase flash memory chips from Samsung, alleging infringement of U.S. Patent Nos. 6,380,029; 6,080,639; 6,376,877 and 5,715,194. Spansion, which has filed for bankruptcy protection, reached an agreement in principle with Samsung on a settlement that would cover all of Samsung’s flash memory customers, including the Company. On June 2, 2009, the bankruptcy court rejected the settlement. Proceedings are ongoing.

On March 20, 2009, Traffic Information, LLC filed a complaint against the Company and seven other defendants in the ED of Texas alleging infringement of U.S. Patent No. 6,785,606 which relate generally to the provision of traffic information to mobile users. The parties completed settlement of this litigation on May 20, 2009 for an amount immaterial to the consolidated financial statements.

On May 5, 2009, Fractus, S.A. filed a complaint against the Company and eight other defendants in ED of Texas alleging infringement of U.S. Patent Nos. 7,015,868; 7,123,208; 7,148,850; 7,202,822; 7,312,762; 7,394,432; 7,397,431; 7,411,556 and 7,528,782 which relate generally to antennae technology.

See the “Legal Proceedings and Regulatory Actions” section of RIM’s Annual Information Form, which is included in RIM’s Annual Report on Form 40-F, for additional information regarding the Company’s legal proceedings.

OSC Settlement

As previously disclosed, on February 5, 2009, a panel of Commissioners of the Ontario Securities Commission (“OSC”) approved a settlement agreement with the Company, Jim Balsillie, the Co-Chief Executive Officer of the Company, Mike Lazaridis, the President and Co-Chief Executive Officer of the Company, Dennis Kavelman, previously Chief Financial Officer of the Company (currently with the Company in another role), Angelo Loberto, previously Vice-President of Finance (currently with the Company in another role), Kendall Cork, a former Director of the Company, Douglas Wright, a former Director of the Company, James Estill, a Director of the Company, and Douglas Fregin, a former Director of the Company, relating to the previously disclosed OSC investigation of the Company’s historical stock option granting practices.

22

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

As part of the OSC settlement, 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 the Company’s governance practices and procedures and its internal control over financial reporting. The Company began the review with the independent consultant in the first quarter of fiscal 2010. A summary of the consultant’s recommendations in the final report will be posted on the OSC’s website and disclosed in the Company’s MD&A.

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 first quarter of fiscal 2010 are transacted in U.S. dollars. Portions of the revenues are denominated in British Pounds, Canadian dollars and Euros. Purchases of raw materials are primarily transacted in U.S. dollars. Other expenses, consisting of the majority of salaries and income taxes, certain operating costs and manufacturing overhead are incurred primarily in Canadian dollars. At May 30, 2009, approximately 20% of cash and cash equivalents, 23% of trade receivables and 5% of accounts payable are denominated in foreign currencies (May 31, 2008 – 13%, 30% and 7%, respectively). These foreign currencies primarily include the British Pound, Canadian dollar, and Euro. 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 British Pound, Canadian dollar and Euro.

The Company has entered into forward contracts to hedge exposures relating to foreign currency anticipated transactions and these contracts have been designated as cash flow hedges. For a derivative instrument designated as a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and is subsequently recognized in earnings when the hedged exposure affects earnings. The ineffective portion of the gain or loss is recognized in earnings. The cash flow hedges were fully effective at May 30, 2009. As at May 30, 2009, the net unrealized losses on these forward contracts was approximately $24.9 million (May 31, 2008 – net unrealized gains of $23.6 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 has entered into forward contracts to hedge certain monetary assets and liabilities that are exposed to foreign currency risk. For contracts that are not subject to hedge accounting, gains and losses on the hedge instruments are recognized in earnings each period, generally offsetting the change in the U.S. dollar value of the hedged asset or liability. As at May 30, 2009, net unrealized losses of $39.9 million was recorded in respect of this amount (May 31, 2008 – net unrealized gains of $3.0 million). Unrealized gains

23

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

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.

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 in North America and internationally, resulting in the growth in its carrier customer base in terms of numbers, sales and trade receivables 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 May 30, 2009 is $2.1 million (May 31, 2008 — $2.0 million). The Company also places insurance coverage for a portion of its foreign trade receivables. While the Company sells to a variety of customers, one customer comprised 25% of trade receivables as at May 30, 2009 (May 31, 2008 – two customers comprised 25% and 13%). Additionally, three customers comprised 25%, 11% and 10% of the Company’s first quarter of fiscal 2010 sales (first quarter fiscal 2009 sales – three customers comprised 22%, 18% and 11%).

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 May 30, 2009, 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 88% (May 31, 2008 – 38%).

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 May 30, 2009, no single issuer represented more than 10% of the total cash, cash equivalents and investments (May 31, 2008 – no single issuer represented more than 7% 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

24

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

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. As of May 30, 2009, the Company did not record an other-than-temporary impairment charge.

Impact of Accounting Pronouncements Not Yet Implemented

Interim Disclosures about Fair Value of Financial Instruments

In April 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 expand the fair value disclosure of SFAS 107, Disclosures about Fair Value of Financial Instruments, to interim periods. In addition, it requires disclosures of the methods and significant assumptions used to estimate the fair value of financial instruments. FSP FAS 107-1 and APB 28-1 is effective for interim periods ending after June 15, 2009. The Company will adopt the presentation and disclosure requirements of this standard in the second quarter of fiscal 2010 and does not expect the adoption will have a material impact on the Company’s results of operations and financial condition.

Recognition and Presentation of Other-Than-Temporary Impairments

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (“FSP FAS 115-2 and FAS 124-2”). FSP FAS 115-2 and FAS 124-2 applies to investments in which other-than-temporary impairments may be recorded and establishes a new model for measuring other-than-temporary impairments for debt and equity securities In addition, it requires additional disclosures related to debt and equity securities. FSP FAS 115-2 and FAS 124-2 is effective for interim periods ending after June 15, 2009. The Company will adopt the standard in the second quarter of fiscal 2010 and the Company does not expect the adoption will have a material impact on the Company’s results of operations and financial condition.

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued FSP FAS 157-4 Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP FAS 157-4”). FSP FAS 157-4 provides additional guidance on estimating the fair value of an asset or liability when the volume and level of activity for the asset or liability have significantly declined and identifying transactions that are not orderly. FSP FAS 157-4 is effective for interim periods ending after June 15, 2009. The Company will adopt the standard in the second quarter of fiscal 2010 and the Company does not expect the adoption will have a material impact on the Company’s results of operations and financial condition.

Subsequent Events

In May 2009, the FASB issued SFAS 165, Subsequent Events (“SFAS 165”). SFAS 165 provides authoritative accounting guidance for subsequent events that was previously only addressed in auditing literature. SFAS 165 is largely similar to current guidance in the auditing literature with some minor

25

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

exceptions that are not intended to result in significant changes in practice. SFAS 165 is effective for interim periods ending after June 15, 2009. The Company will adopt the standard in the second quarter of fiscal 2010 and the Company does not expect the adoption will have a material impact on the Company’s results of operations and financial condition.

International Financial Reporting Standards

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 may be required to prepare financial statements and accompanying notes in accordance with IFRS in fiscal 2015. The SEC will make a determination in 2011 regarding the mandatory adoption of IFRS. 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 May 30, 2009, 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.

26

DOCUMENT 2

Research In Motion Limited

Incorporated under the Laws of Ontario
(United States dollars, in thousands)(unaudited)

Consolidated Balance Sheets

	As at
	May 30,			February 28,
	2009			2009
Assets
Current
Cash and cash equivalents	$	1,135,325		$	835,546
Short-term investments		619,914			682,666
Trade receivables		2,337,983			2,112,117
Other receivables		216,963			157,728
Inventory		634,057			682,400
Other current assets		178,964			187,257
Deferred income tax asset		226,247			183,872
		5,349,453			4,841,586
Long-term investments		663,990			720,635
Capital assets		1,509,405			1,334,648
Intangible assets		1,171,551			1,066,527
Goodwill		141,067			137,572
Deferred income tax asset		—			404
	$	8,835,466		$	8,101,372
Liabilities
Current
Accounts payable	$	612,784		$	448,339
Accrued liabilities		1,496,676			1,238,602
Income taxes payable		92,323			361,460
Deferred revenue		63,916			53,834
Deferred income tax liability		—			13,116
		2,265,699			2,115,351
Deferred income tax liability		53,965			87,917
Income taxes payable		27,470			23,976
		2,347,134			2,227,244
Commitments and contingencies
Shareholders’ Equity
Capital stock
Authorized — unlimited number of non-voting, cumulative, redeemable, retractable preferred shares; unlimited number of non-voting, redeemable, retractable Class A common shares and unlimited number of voting common shares
Issued - 567,368,052 voting common shares (February 28, 2009 - 566,218,819)		2,225,158			2,208,235
Treasury shares (notes 10 and 11)
May 30, 2009 - 657,000 (February 28, 2009 - nil)		(39,666	)		—
Retained earnings		4,188,740			3,545,710
Additional paid-in capital		127,593			119,726
Accumulated other comprehensive income (loss)		(13,493	)		457
		6,488,332			5,874,128
	$	8,835,466		$	8,101,372

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 Statement of Shareholders’ Equity

											Accumulated
			Additional								Other
	Capital		Paid-In			Treasury			Retained		Comprehensive
	Stock		Capital			Shares			Earnings		Income (Loss)			Total
Balance as at February 28, 2009	$	2,208,235	$	119,726		$	—		$	3,545,710	$	457		$	5,874,128
Comprehensive income
Net income		—		—			—			643,030		—			643,030
Net change in unrealized gains on available-for-sale investments		—		—			—			—		4,175			4,175
Net change in derivative fair value during the period		—		—			—			—		(21,697	)		(21,697	)
Amounts reclassified to earnings during the period		—		—			—			—		3,572			3,572
Shares issued:
Exercise of stock options		11,542		—			—			—		—			11,542
Transfers to capital stock resulting from stock option exercises		5,381		(5,381	)		—			—		—			-
Stock-based compensation		—		12,701			—			—		—			12,701
Excess tax benefits from stock-based compensation		—		547			—			—		—			547
Purchase of shares pursuant to restricted share unit plan		—		—			(39,666	)		—		—			(39,666	)
Balance as at May 30, 2009	$	2,225,158	$	127,593		$	(39,666	)	$	4,188,740	$	(13,493	)	$	6,488,332

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
	May 30,			May 31,
	2009			2008
Revenue	$	3,423,510		$	2,242,565
Cost of sales		1,931,985			1,105,208
Gross margin		1,491,525			1,137,357
Expenses
Research and development		219,777			127,776
Selling, marketing and administration		514,291			326,592
Amortization		67,396			36,552
		801,464			490,920
Income from operations		690,061			646,437
Investment income		9,136			18,977
Income before income taxes		699,197			665,414
Provision for income taxes
Current		113,996			225,658
Deferred		(57,829	)		(42,759	)
		56,167			182,899
Net income	$	643,030		$	482,515
Earnings per share
Basic	$	1.13		$	0.86
Diluted	$	1.12		$	0.84

See notes to consolidated financial statements.

3

Research In Motion Limited

(United States dollars, in thousands)(unaudited)

Consolidated Statements of Cash Flows

	Three Months Ended
	May 30,			May 31,
	2009			2008
Cash flows from operating activities
Net income	$	643,030		$	482,515
Items not requiring an outlay of cash:
Amortization		128,541			56,679
Deferred income taxes		(57,516	)		(42,751	)
Income taxes payable		3,494			(425	)
Stock-based compensation		12,701			9,900
Other		(25,589	)		(1,869	)
Net changes in working capital items		(90,038	)		(498,533	)
Net cash provided by operating activities		614,623			5,516
Cash flows from financing activities
Issuance of common shares		11,542			15,044
Excess tax benefits from stock-based compensation		547			10,693
Purchase of treasury shares (notes 10 and 11)		(39,666	)		—
Repayment of debt		(6,099	)		(83	)
Net cash (used in) provided by financing activities		(33,676	)		25,654
Cash flows from investing activities
Acquisition of long-term investments		(110,112	)		(113,696	)
Proceeds on sale or maturity of long-term investments		121,076			95,083
Acquisition of capital assets		(247,240	)		(195,650	)
Acquisition of intangible assets		(63,103	)		(96,892	)
Business acquisitions		(124,414	)		—
Acquisition of short-term investments		(156,027	)		(173,905	)
Proceeds on sale and maturity of short-term investments		281,430			251,849
Net cash used in investing activities		(298,390	)		(233,211	)
Effect of foreign exchange gain on cash and cash equivalents		17,222			1,860
Net increase (decrease) in cash and cash equivalents for the period		299,779			(200,181	)
Cash and cash equivalents, beginning of period		835,546			1,184,398
Cash and cash equivalents, end of period	$	1,135,325		$	984,217

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.	BASIS OF PRESENTATION
	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 28, 2009, 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 months ended May 30, 2009 are not necessarily indicative of the results that may be expected for the full year ending February 27, 2010.
	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 27, 2010 and February 28, 2009 comprise 52 weeks.
2.	ACCOUNTING PRONOUNCEMENTS
(a)	Adoption of Accounting Pronouncements
	Fair Value Measurements Effective in fiscal 2009, the Company adopted Statement of Financial Accounting Standards (“SFAS”) 157 Fair Value Measurements (“SFAS 157”) except as amended by Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) SFAS 157-1 and FSP SFAS 157-2 which was effective for fiscal years beginning after November 15, 2008. FSP SFAS 157-1 and FSP SFAS 157-2 allow partial adoption relating to fair value measurements for non-financial assets and liabilities that are not measured at fair value on a recurring basis. The Company adopted the remaining portion of SFAS 157 in the first quarter of fiscal 2010 and the adoption did not have a material impact on the Company’s results of operations and financial condition.
	Business Combinations In December 2007, the FASB issued SFAS 141(R) Business Combinations (“SFAS 141(R)”). SFAS 141(R) replaces SFAS 141 Business Combinations (“SFAS 141”). SFAS 141(R) is broader in scope than SFAS 141 which applied only to business combinations in which control was obtained by transferring consideration. SFAS 141(R) applies to all transactions and other events in which one entity obtains control over one or more other businesses. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. In April 2009, the FASB released further guidance with respect to SFAS 141(R) by issuing FSP No. FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies (“FSP FAS 141(R)-1”), which amends and clarifies the initial recognition and measurement, subsequent measurement and accounting, and related disclosures of assets and liabilities arising from contingencies in a business combination under SFAS 141(R). This FSP is effective for assets and liabilities arising from contingencies in business combinations for which the acquisition date is on or after December 15, 2008. As discussed in note 7, the Company adopted SFAS 141(R), as amended by FSP FAS 141(R)-1, in the first quarter of fiscal 2010 and the adoption did not have a material impact on the Company’s results of operations and financial condition.
	Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB 51 In December 2007, the FASB issued SFAS 160 Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB 51 (“SFAS 160”). SFAS 160 requires that the noncontrolling interest in the equity of a subsidiary be accounted for and reported as equity, provides revised guidance on the treatment of net income and losses attributable to the noncontrolling interest and changes in ownership interests in a subsidiary and requires additional disclosures that identify and distinguish between the interests of the controlling and noncontrolling owners. The Company adopted the standard in the first quarter of fiscal 2010 and the adoption did not have a material impact on the Company’s results of operations and financial condition.

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

	Determination of the Useful Life of Intangible Assets In April 2008, the FASB issued FSP SFAS 142-3 Determination of the Useful Life of Intangible Assets (“FSP SFAS 142-3”). FSP SFAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of the recognized intangible asset under SFAS 142, Goodwill and Other Intangible Assets. The intent of the guidance is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R). For a recognized intangible asset, an entity will be required to disclose information that enables users of the financial statements to assess the extent to which expected future cash flows associated with the asset are affected by the entity’s intent and/or ability to renew or extend the arrangement. FSP SFAS 142-3 is effective for fiscal years beginning after December 15, 2008. The Company adopted the standard in the first quarter of fiscal 2010 and the adoption did not have a material impact on the Company’s results of operations and financial condition.
(b)	Recently Issued Pronouncements
	Interim Disclosures about Fair Value of Financial Instruments In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1 Interim Disclosures about Fair Value of Financial Instruments (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 expand the fair value disclosure of SFAS 107, Disclosures about Fair Value of Financial Instruments, to interim periods. In addition, it requires disclosures of the methods and significant assumptions used to estimate the fair value of financial instruments. FSP FAS 107-1 and APB 28-1 is effective for interim periods ending after June 15, 2009. The Company will adopt the presentation and disclosure requirements of this standard in the second quarter of fiscal 2010 and does not expect the adoption will have a material impact on the Company’s results of operations and financial condition.
	Recognition and Presentation of Other-Than-Temporary Impairments In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2 Recognition and Presentation of Other-Than-Temporary Impairments (“FSP FAS 115-2 and FAS 124-2”). FSP FAS 115-2 and FAS 124-2 applies to investments in which other-than-temporary impairments may be recorded and establishes a new model for measuring other-than-temporary impairments for debt securities. In addition, it requires additional disclosures related to debt and equity securities. FSP FAS 115-2 and FAS 124-2 is effective for interim periods ending after June 15, 2009. The Company will adopt the standard in the second quarter of fiscal 2010 and the Company does not expect the adoption will have a material impact on the Company’s results of operations and financial condition.
	Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly In April 2009, the FASB issued FSP FAS 157-4 Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP FAS 157-4”). FSP FAS 157-4 provides additional guidance on estimating the fair value of an asset or liability when the volume and level of activity for the asset or liability have significantly declined and identifying transactions that are not orderly. FSP FAS 157-4 is effective for interim periods ending after June 15, 2009. The Company will adopt the standard in the second quarter of fiscal 2010 and the Company does not expect the adoption will have a material impact on the Company’s results of operations and financial condition.
	Subsequent Events In May 2009, the FASB issued SFAS 165, Subsequent Events (“SFAS 165”). SFAS 165 provides authoritative accounting guidance for subsequent events that was previously only addressed in auditing literature. SFAS 165 is largely similar to current guidance in the auditing literature with some minor exceptions that are not intended to

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

	result in significant changes in practice. SFAS 165 is effective for interim periods ending after June 15, 2009. The Company will adopt the standard in the second quarter of fiscal 2010 and the Company does not expect the adoption will have a material impact on the Company’s results of operations and financial condition and presentation and disclosure requirements.
	International Financial Reporting Standards 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 SEC will make a determination in 2011 regarding the mandatory adoption of IFRS. 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.
3.	CASH AND CASH EQUIVALENTS, SHORT-TERM INVESTMENTS AND LONG-TERM INVESTMENTS
	Cash consists of demand deposits held at various financial institutions. Cash equivalents are highly liquid investments with maturities of three months or less at the date of acquisition. Short-term investments consist of liquid investments with remaining maturities of less than one year and any longer-maturity securities the Company expects to hold for less than one year. Investments with maturities in excess of one year are classified as long-term investments.
	All cash equivalents and investments, other than cost method investments of $2.5 million, equity method investments of $2.9 million and held-to-maturity investments of $10.9 million acquired as a result of the Certicom acquisition in the first quarter of fiscal 2010 (described in note 7), are categorized as available-for-sale and are carried at fair value with unrealized gains and losses recorded through other comprehensive 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 earnings.
	The held-to-maturity investments are carried at cost plus accrued interest which approximates fair value and are expected to mature in the second and third quarters of this fiscal year.
	There were no net realized gains or losses recorded in the three months ended May 30, 2009 on available-for-sale investments (May 31, 2008 — net realized loss of $1.8 million).
	Fair Value Measurements SFAS 157 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. SFAS 157 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

• 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.

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

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

The following table presents our assets and liabilities that are measured at fair value on a recurring basis:

As at May 30, 2009	Level 1		Level 2		Level 3		Total
Assets
Available-for-sale investments	$	5,000	$	1,833,228	$	50,198	$	1,888,426
Derivative instruments		—		37,349		—		37,349
Total Assets	$	5,000	$	1,870,577	$	50,198	$	1,925,775
Liabilities
Derivative instruments		—		102,123		—		102,123
Total Liabilities	$	—	$	102,123	$	—	$	102,123

As at February 28, 2009	Level 1		Level 2		Level 3		Total
Assets
Available-for-sale investments	$	5,000	$	1,699,251	$	51,544	$	1,755,795
Derivative instruments		—		70,100		—		70,100
Total Assets	$	5,000	$	1,769,351	$	51,544	$	1,825,895
Liabilities
Derivative instruments		—		56,827		—		56,827
Total Liabilities	$	—	$	56,827	$	—	$	56,827

The following table summarizes the changes in fair value of the Company’s Level 3 assets:

Balance at February 28, 2009	$	51,544
Transfers in / (out) of Level 3		(1,344	)
Accrued interest		(2	)
Balance at May 30, 2009	$	50,198

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

4.	INVENTORY
	Inventory is comprised as follows:

	As at
	May 30,			February 28,
	2009			2009
Raw materials	$	450,899		$	464,497
Work in process		246,288			250,728
Finished goods		23,950			35,264
Provision for excess and obsolete inventory		(87,080	)		(68,089	)
	$	634,057		$	682,400

5.	CAPITAL ASSETS
	Capital assets are comprised of the following:

	As at May 30, 2009
			Accumulated		Net book
	Cost		amortization		value
Land	$	97,212	$	—	$	97,212
Buildings, leaseholds and other		716,122		78,390		637,732
BlackBerry operations and other information technology		825,401		353,568		471,833
Manufacturing equipment		259,285		125,098		134,187
Furniture and fixtures		271,893		103,452		168,441
	$	2,169,913	$	660,508	$	1,509,405

	As at February 28, 2009
			Accumulated		Net book
	Cost		amortization		value
Land	$	90,257	$	—	$	90,257
Buildings, leaseholds and other		608,213		70,017		538,196
BlackBerry operations and other information technology		732,486		316,398		416,088
Manufacturing equipment		247,608		108,676		138,932
Furniture and fixtures		244,502		93,327		151,175
	$	1,923,066	$	588,418	$	1,334,648

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

6.	INTANGIBLE ASSETS
	Intangible assets comprise the following:

	As at May 30, 2009
			Accumulated		Net book
	Cost		amortization		value
Acquired technology	$	154,420	$	47,283	$	107,137
Licenses		462,614		75,065		387,549
Patents		782,925		106,060		676,865
	$	1,399,959	$	228,408	$	1,171,551

	As at February 28, 2009
			Accumulated		Net book
	Cost		amortization		value
Acquired technology	$	92,819	$	41,518	$	51,301
Licenses		427,471		61,112		366,359
Patents		733,632		84,765		648,867
	$	1,253,922	$	187,395	$	1,066,527

	During the three months ended May 30, 2009, the additions to intangible assets primarily consisted of two business acquisitions as discussed in note 7.
	During the three months ended May 31, 2008, the additions to intangible assets primarily consisted of two separate patent assignment and license transactions that were entered into on March 31, 2008. One agreement was to acquire a portfolio of patents for GSM technologies for a purchase price of 35 million Euros, or $55 million. The other agreement was to acquire a portfolio of patents relating to wireless communication technologies for a purchase price of $12 million. The patents are recorded as Intangible Assets and amortized over their estimated useful lives.
	Based on the carrying value of the identified intangible assets as at May 30, 2009 and assuming no subsequent impairment of the underlying assets, the annual amortization expense for the remainder of fiscal 2010 and each of the succeeding years is as follows: 2010 — $203 million; 2011 — $197 million; 2012 — $109 million; 2013 — $104 million and 2014 — $103 million.
7.	BUSINESS ACQUISITIONS
	On February 10, 2009, the Company entered into an agreement with Certicom Corp. (“Certicom”) by way of statutory plan of arrangement to acquire 100% of the common shares for cash at a price of CAD $3.00 for each common share of Certicom or approximately CAD $131 million. The transaction closed on March 23, 2009. Certicom is a leading provider of cryptography required by software vendors and device manufacturers looking to protect the value of content, applications and devices with government approved security using Elliptic Curve Cryptography.

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

During the three months ended May 30, 2009, the Company purchased 100% of the common shares for cash of a company whose proprietary software will be incorporated into the Company’s software. The transaction closed on May 22, 2009.

The acquisitions noted above were accounted for using the provisions of SFAS 141(R). The application of these provisions for the business acquisitions completed in the three months ended May 30, 2009, require the Company to, among other things, (1) expense all direct costs associated with the acquisitions as incurred, (2) include compensation paid to employees for pre-combination services as part of the consideration paid, (3) recognize compensation paid to employees for post-combination services as operating expenses separate from the business combination and (4) recognize the excess of net assets acquired over consideration paid in earnings.

The following table summarizes the fair value allocations of the acquisition price of the assets acquired and liabilities assumed during the three months ended May 30, 2009:

Assets purchased
Current assets	$	19,216
Deferred income tax asset		26,000
Acquired technology		61,600
Patents		36,600
Goodwill		3,495
		146,911
Liabilities assumed		13,909
Net non-cash assets acquired		133,002
Cash acquired		8,326
Net assets acquired		141,328
Excess of net assets acquired over consideration paid		(8,588	)
Consideration paid	$	132,740

There were no acquisitions during the three months ended May 31, 2008.

The acquisitions were accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed were measured at their fair values as of the date of acquisition. The excess of the acquisition price over such fair value, if any, is recorded as goodwill, which is not expected to be deductible for tax purposes.

During the three months ended May 30, 2009, the Company recorded a gain of $8.6 million as a result of the excess of net assets acquired over consideration paid on one of the acquisitions. In addition, the Company expensed $4.0 million of acquisition related costs due to the two acquisitions. Both of these items were recognized in Selling, marketing and administration in the period. The excess of net assets acquired over consideration paid resulted from the combination of the significant value attributed to the identifiable intangible assets and the Company’s ability to utilize tax losses of an acquiree, which was generally not available to other market participants.

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

	The weighted average amortization period of the acquired technology related to the business acquisitions completed in the three months ended May 30, 2009 is approximately 5 years.
	The weighted average amortization period of the patents related to the business acquisitions completed in the three months ended May 30, 2009 is approximately 19 years.
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 three months ended May 30, 2009 as well as the accrued warranty obligations as at May 30, 2009 are set forth in the following table:

Accrued warranty obligations as at February 28, 2009	$	184,335
Warranty costs incurred for the three months ended
May 30, 2009		(74,892	)
Warranty provision for the three months ended May 30, 2009		107,131
Accrued warranty obligations as at May 30, 2009	$	216,574

9.	INCOME TAXES
	For the first three months of fiscal 2010, the Company’s net income tax expense was $56.2 million or a net effective income tax rate of 8.0% compared to a net income tax expense of $182.9 million or a net effective income tax rate of 27.5% in the first three months of fiscal 2009. On March 12, 2009, the Government of Canada enacted changes to the Income Tax Act (Canada) (“functional currency rules”) that allows 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 $161.9 million relating to the enactment of the changes to the Income Tax Act (Canada) in the three months ended May 30, 2009.
	The Company has not recorded a valuation allowance against its deferred income tax assets (May 30, 2008 — $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 May 30, 2009 was $170.8 million (February 28, 2009 — $137.4 million). The increase in unrecognized income tax benefits in the three months ended May 30, 2009 relates to foreign exchange differences due to the enactment of the functional currency rules, changes in measurement of existing uncertain tax positions related to the appreciation of the Canadian dollar versus the U.S. dollar and other measurement criteria.

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

As at May 30, 2009, the total unrecognized income tax benefit of $170.8 million includes approximately $133.1 million of unrecognized income tax benefits that have been netted against related deferred income tax assets. The remaining $37.7 million is recorded within current taxes payable and other non-current taxes payable on the Company’s consolidated balance sheet as of May 30, 2009.

The Company’s total unrecognized income tax benefits that, if recognized, would affect the Company’s effective tax rate as at May 30, 2009 were $170.8 million (February 28, 2009 — $137.4 million).

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

Canada (1)	Fiscal 2001 – 2009
United States (1)	Fiscal 2003 – 2009
United Kingdom	Fiscal 2004 – 2009

(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. Specifically, the Canada Revenue Agency (“CRA”) continues to examine certain elements of the Company’s fiscal 2001 to fiscal 2005 Canadian corporate tax filings. At this time, the Company cannot reasonably anticipate when the CRA will complete its review of these applicable elements. The CRA has also given the Company notice that it will begin examining the Company’s fiscal 2006 to fiscal 2009 Canadian corporate tax filings in the second half of fiscal 2010.
	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 consolidated financial position, liquidity or results of operations. The Company believes it is reasonably possible that approximately $9.8 million of its gross unrecognized income tax benefit 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 May 30, 2009 was approximately $6.8 million (February 28, 2009 — approximately $5.4 million). The amount of penalties accrued as at May 30, 2009 and February 28, 2009 were nil.
10.	STOCK-BASED COMPENSATION
	Stock Option Plan The Company has an incentive stock option plan for directors, officers and employees of the Company and its subsidiaries. In 2007, the Company discontinued the practice of granting stock options to directors who are not officers of the Company. 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 10 years from the grant date. The Company issues new shares to satisfy stock option exercises.

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

The Company records stock option compensation expense under SFAS 123(R) Share Based Payment (“SFAS 123(R)”) resulting in a charge to earnings and a credit to paid-in capital of $9.5 million in the three months ended May 30, 2009 (May 31, 2008 — $9.9 million).

As a result of measures implemented by the Company’s Board of Directors following the Company’s Review, certain outstanding stock options held by employees, directors and officers of the Company have been repriced to reflect a higher exercise price. Repriced options in fiscal 2010 include 13 stock option grants to 13 individuals in respect of options to acquire 177,300 common  shares (fiscal 2009 includes 43 stock option grants to 40 individuals in respect of options to acquire 752,775 common shares). As the repricing of stock options reflects an increase in the exercise price of the option, there is no incremental stock option compensation expense related to these repricing events.

As part of a settlement agreement reached with the Ontario Securities Commission (“OSC”), Jim Balsillie, the Co-Chief Executive Officer of the Company, Mike Lazaridis, the President and Co-Chief Executive Officer of the Company, Dennis Kavelman, previously Chief Financial Officer (currently with the Company in another role), 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 option 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. These options are included in the disclosure of forfeitures during the period in the table below. The remaining options subject to the undertakings are shown as outstanding, vested and exercisable as at May 30, 2010 in the table below and expire at specified dates between May 30, 2009 and October 2013. Messrs. Balsillie, Lazaridis, Kavelman and Angelo Loberto, previously Vice-President of Finance (currently with the Company in another role), also paid a total of CAD $9.1 million to the OSC as an administrative penalty and towards the costs of the OSC’s investigation.

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

A summary of option activity since February 28, 2009 is shown below:

	Options Outstanding
				Weighted		Average
				Average		Remaining		Aggregate
	Number			Exercise Price		Contractual		Instrinsic
	(in 000’s)			per Option		Life in Years		Value
Balance as at February 28, 2009		12,731		$	27.51
Granted during the period		544			63.82
Exercised during the period		(1,149	)		10.08
Forfeited/cancelled/expired during the period		(787	)		9.38
Balance as at May 30, 2009		11,339		$	36.02		2.82	$	531,069
Vested and expected to vest at May 30, 2009		11,050		$	35.26		2.78	$	524,378
Exercisable at May 30, 2009		7,244		$	19.76		1.94	$	458,662

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 May 30, 2009 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 May 30, 2009. The intrinsic value of stock options exercised during the three months ended May 30, 2009, calculated using the average market price during the period, was approximately $49 per share (May 31, 2008 — $114 per share).

A summary of unvested stock options since February 28, 2009 is shown below:

	Options Outstanding
				Weighted Average
	Number			Grant Date Fair
	(in 000’s)			Value Per Option
Balance as at February 28, 2009		4,045		$	29.69
Granted during the period		544			33.11
Vested during the period		(466	)		11.47
Forfeited during the period		(28	)		49.94
Balance as at May 30, 2009		4,095		$	32.08

As of May 30, 2009, there was $101.7 million of unrecognized 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 2.1 years. The total fair value of stock options vested during the three months ended May 30, 2009 was $5.3 million (May 31, 2008 - $5.7 million).

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

Cash received from stock option exercises for the three months ended May 30, 2009 was $11.5 million (May 31, 2008 — $15.0 million). Tax benefits realized by the Company related to these exercises were $0.5 million and $10.7 million for the three months ended May 30, 2009 and May 31, 2008 respectively.

During the three months ended May 30, 2009, there were 544,000 stock options granted and the weighted average fair value of these grants was calculated using the BSM option-pricing model with the following assumptions:

	Three months
	ended
	May 30,
	2009
Weighted average grant date fair value of stock options granted during the periods	$	33.11
Assumptions:
Risk free interest rates		1.8	%
Expected life in years		4.2
Expected dividend yield		0	%
Volatility		65.7	%

There were no stock option grants during the three months ended May 31, 2008.

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 are based on a U.S. Treasury security for an equivalent period. The Company estimates 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 is a better indicator of expected volatility going forward. The expected life of stock options granted under the plan is based on historical exercise patterns, which the Company believes are representative of future exercise patterns.

Restricted Share Unit Plan
The Company has a Restricted Share Unit Plan (the “RSU Plan”) under which eligible participants include any officer or employee of the Company or its subsidiaries. At the Company’s discretion, Restricted Share Units (“RSUs”) are redeemed for either common shares issued by the Company, common shares purchased on the open market by a trustee selected by the Company or the cash equivalent on the vesting dates established by the Board of Directors or the Compensation, Nomination and Governance Committee of the Board of Directors. The RSUs vest over a three-year period, either on the third anniversary date or in equal instalments on each anniversary date over the vesting period. The Company classifies RSUs as equity instruments as the Company has the ability and intent to settle the awards in shares. The compensation expense is calculated based on the fair value of each RSU as determined by the closing value of the Company’s common shares on the business day prior to the grant date. In accordance with SFAS 123(R), compensation expense is recognized over the vesting period of the RSU.

Upon issuance of the RSU, common shares for which RSUs may be exchanged will be purchased on the open market by a trustee selected and funded by the Company. The trustee has been appointed to settle the Company’s obligation to deliver shares to individuals upon vesting. In addition, upon vesting, the trustee is required to sell enough shares to cover the individual recipient’s minimum statutory withholding tax requirement, with the remaining shares delivered to the individual. As the Company is considered to be the primary beneficiary of the trust, the trust is considered a variable interest entity under FASB Interpretation No. 46(R) Consolidation of Variable Interest Entities.

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

During the first quarter of fiscal 2010, the trustee purchased 657,000 common shares for total consideration of approximately $39.7 million to comply with its obligations to deliver shares upon vesting. These purchased shares are classified as Treasury Shares for accounting purposes and included in the shareholders’ equity section of the Company’s consolidated balance sheet.

The Company recorded compensation expense with respect to RSUs in the three months ended May 30, 2009 in the amount of $3.2 million (May 31, 2008 — $0.1 million).

A summary of RSU activity since February 28, 2009 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 28, 2009		3	$	117.36
Granted during the period		656		63.97
Balance as at May 30, 2009		659	$	64.24		2.62	$	51,811
Vested and expected to vest at May 30, 2009		596	$	64.24		2.61	$	46,851

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 May 30, 2009) that would have been received by RSU holders if all RSUs had been redeemed on May 30, 2009.

As of May 30, 2009, there was $35.0 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 1.9 years. There were no RSUs that vested during the three months ended May 30, 2009.

Deferred Share Unit Plan (the “DSU Plan”)
The Company has a DSU Plan under which each independent director will be credited with Deferred Share Units (“DSUs”) in satisfaction of all or a portion of the cash fees otherwise payable to them for serving as a director of the Company. Grants under the DSU plan replace the stock option awards that were historically granted to independent members of the Board of Directors. At a minimum, 50% of each independent director’s annual retainer will be satisfied in the form of DSUs. The director can elect to receive the remaining 50% in any combination of cash and DSUs. Within a specified period after such a director ceases to be a director, DSUs will be redeemed for cash with the redemption value of each DSU equal to the weighted average trading price of the Company’s shares over the five trading days preceding the redemption date. Alternatively, subject to receipt of shareholder approval, the Company may elect to redeem DSUs by way of shares purchased on the open market or issued by the Company.

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

	DSUs are accounted for as liability-classified awards under the provisions of SFAS 123(R). These awards are measured at their fair value on the date of issuance, and remeasured at each reporting period, until settlement. DSUs are awarded on a quarterly basis.
	The Company issued 2,487 DSUs in the three months ended May 30, 2009. There are 22,695 DSUs outstanding at May 30, 2009 (February 28, 2009 — 20,208). The Company had a liability of $1.8 million in relation to issued DSUs as at May 30, 2009 (February 28, 2009 — $0.8 million).
11.	CAPITAL STOCK
	The following details the changes in issued and outstanding common shares for the three months ended May 30, 2009:

	Capital Stock				Treasury Stock
	Shares				Shares
	Outstanding		Amount		Outstanding		Amount
	(000’s)				(000’s)
Common shares outstanding as at February 28, 2009		566,219	$	2,208,235		—	$	—
Exercise of stock options		1,149		11,542		—		—
Transfers to capital stock resulting from stock option exercises		—		5,381		—		—
Restricted share unit plan purchase of shares		—		—		657		(39,666	)
Common shares outstanding as at May 30, 2009		567,368	$	2,225,158		657	$	(39,666	)

The Company had 567.5 million voting common shares outstanding, 11.2 million stock options to purchase voting common shares outstanding, 658,834 restricted share units outstanding and 22,695 deferred share units outstanding as at June 17, 2009.

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

12.	EARNINGS PER SHARE
	The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended
	May 30,		May 31,
	2009		2008
Net income for basic and diluted earnings per share available to common stockholders	$	643,030	$	482,515
Weighted-average number of shares outstanding (000’s) — basic		566,787		563,564
Effect of dilutive securities:
Stock-based compensation (000’s)		6,472		11,086
Weighted-average number of shares and assumed conversions (000’s) — diluted		573,259		574,650
Earnings per share — reported
Basic	$	1.13	$	0.86
Diluted	$	1.12	$	0.84

13.	COMPREHENSIVE INCOME
	The components of comprehensive income are shown in the following tables:

	Three months ended
	May 30,			May 31,
	2009			2008
Net income	$	643,030		$	482,515
Net change in unrealized gains / (losses) on available-for-sale investments		4,175			(8,040	)
Net change in derivative fair value during the period, net of income tax recovery of $7,452 (May 31, 2008 — income tax recovery of $3,934)		(21,697	)		(7,910	)
Amounts reclassified to earnings during the period, net of income tax recovery of $1,929 (May 31, 2008 — income tax recovery of $288)		3,572			586
Comprehensive income	$	629,080		$	467,151

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

The components of accumulated other comprehensive income (loss) are as follows:

	As at
	May 30,			February 28,
	2009			2009
Accumulated net unrealized gains (losses) on available-for-sale investments	$	4,087		$	(88	)
Accumulated net unrealized gains (losses) on derivative instruments		(17,580	)		545
Total accumulated other comprehensive income (loss)	$	(13,493	)	$	457

	As at
	May 30,			February 28,
	2009			2009
Unrealized gains included in other current assets	$	37,349		$	70,100
Unrealized losses included in accrued liabilities		(102,123	)		(56,827	)
Net fair value of unrealized gains (losses) on derivative instruments	$	(64,774	)	$	13,273

14.	FOREIGN EXCHANGE GAINS AND LOSSES
	Selling, marketing and administration expense for the first three months of fiscal 2010 includes $50.3 million with respect to a foreign exchange loss (fiscal 2009 — foreign exchange loss of $3.4 million). 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, its reporting 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 a $100.0 million Demand Credit Facility (the “Facility”) to support and secure operating and financing requirements. As at May 30, 2009, the Company has utilized $7.3 million of the Facility for outstanding letters of credit and $92.7 million of the Facility is unused. The Company has pledged specific investments as security for this Facility.

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

	The Company has an additional $2.3 million Demand Credit Facility (the “Additional Facility”). The Additional Facility is used to support and secure other operating and financing requirements. As at May 30, 2009, the Company has utilized $1.2 million of the Additional Facility for outstanding letters of credit and $1.1 million of the Additional Facility was 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, which is included in RIM’s Annual Report on Form 40-F. 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.
	See “Legal Proceedings and Regulatory Action” section of RIM’s Annual Information Form for additional information regarding the Company’s legal proceedings which is included in RIM’s Annual Report on Form 40-F and Management’s Discussion and Analysis (“MD&A”) of financial condition and results of operations for the three months ended May 30, 2009.
(c)	Other
	As previously disclosed, on February 5, 2009, a panel of Commissioners of the OSC approved a settlement agreement with the Company, Messrs, Balsillie, Lazaridis, Kavelman, Loberto, Kendall Cork, a former Director of the Company, Douglas Wright, a former Director of the Company, James Estill, a Director of the Company, and Douglas Fregin, a former Director of the Company, relating to the previously disclosed OSC investigation of the Company’s historical stock option granting practices.

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

	As part of the OSC settlement, 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 the Company’s governance practices and procedures and its internal control over financial reporting. The Company began the review with the independent consultant in the first quarter of fiscal 2010. A summary of the consultant’s recommendations in the final report will be posted on the OSC’s website and disclosed in the Company’s MD&A.
16.	DERIVATIVE FINANCIAL INSTRUMENTS
	Values of derivative instruments outstanding were as follows:

	As at May 30, 2009
	Notional		Carrying			Estimated
Assets (Liabilities)	Amount		Amount			Fair Value
Currency forward contracts — asset	$	480,151	$	37,349		$	37,349
Currency forward contracts — liability	$	1,470,642	$	(102,123	)	$	(102,123	)

	As at February 28, 2009
	Notional		Carrying			Estimated
Assets (Liabilities)	Amount		Amount			Fair Value
Currency forward contracts — asset	$	1,147,709	$	70,100		$	70,100
Currency forward contracts — liability	$	975,543	$	(56,827	)	$	(56,827	)

The Company uses derivative financial instruments, including forward contracts and options, to hedge certain foreign currency exposures. The Company does not use derivative financial instruments for speculative purposes.

The Company formally documents relationships between hedging instruments and associated hedged items. This documentation includes: identification of the specific foreign currency asset, liability or forecasted transaction being hedged; the nature of the risk being hedged; the hedge objective; and the method of assessing 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 foreign currency denominated assets, liabilities and anticipated cash flows of hedged items.

SFAS 133 Accounting for Derivative Instruments, as amended by SFAS 137, 138 and 149, requires all derivative instruments to be recognized at fair value on the consolidated balance sheet and outlines the criteria to be met in order to designate a derivative instrument as a hedge and the methods for evaluating hedge effectiveness. The fair value is calculated based on quoted market prices. For derivative instruments designated as cash flow hedges as defined in SFAS 133, the effective portion of changes in fair value are recorded in other comprehensive income and subsequently reclassified to earnings in the period in which the cash flows from the associated hedged transaction affect earnings. Ineffective portions of changes in fair value, if any, are recorded in current earnings. If an anticipated transaction is deemed no longer likely to occur, the corresponding derivative instrument is de-designated as a hedge and gains and losses are recognized in earnings at that time. Any future changes in the fair value of the instrument are recognized in current earnings.

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

For derivative instruments that do not meet the requirements for hedge accounting under SFAS 133, changes in fair value are recognized in current earnings and will generally offset the changes in the U.S. dollar value of the associated hedged asset or liability.

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 fiscal 2010 are transacted in U.S. dollars. Portions of the revenues are denominated in British Pounds, Canadian dollars, and Euros. 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.

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 British Pound, Canadian dollar, and Euro.

The Company has entered 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 other comprehensive income and subsequently reclassified to earnings in the period in which the cash flows from the associated hedged transactions affect earnings. Any ineffective portion of the change in fair value of the cash flow hedges is recognized in current period earnings. As at May 30, 2009 and May 31, 2008, 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 June 2009 to November 2010. As at May 30, 2009, the net unrealized losses on these forward contracts was approximately $24.9 million (February 28, 2009 — net unrealized losses of $2.7 million). Net unrealized gains associated with these contracts were recorded in Other current assets and Accumulated other comprehensive income. Net unrealized losses were recorded in Accrued liabilities and Accumulated other comprehensive income. These derivative gains or losses are reclassified to earnings in the same period that the forecasted transaction affects earnings. In the next 12 months, $24.5 million of net unrealized losses on the forward contracts will be reclassified to earnings.

The Company has entered into forward contracts to hedge certain monetary assets and liabilities that are exposed to foreign currency risk. For contracts that are not subject to hedge accounting, gains and losses on the hedge instruments are recognized in earnings each period, offsetting the change in the U.S. dollar value of the hedged asset or liability. The maturity dates of these instruments range from June 2009 to August 2009. As at May 30, 2009, net unrealized losses of $39.9 million was recorded in respect of this amount (February 28, 2009 — net unrealized gains of $16.0 million). Net unrealized gains associated with these contracts were recorded in Other current assets and Selling, marketing and administration. Net unrealized losses were recorded in Accrued liabilities and Selling, marketing and administration.

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

The following tables show the fair values of derivative instruments in the consolidated balance sheets:

	As at
	May 30, 2009			February 28, 2009
Derivative instruments designated
as hedging instruments as defined	Balance Sheet			Balance Sheet
in SFAS 133	Classification	Fair Value		Classification	Fair Value
Cash flow hedges, currency forward contracts — asset	Other current assets	$	30,977	Other current assets	$	48,074
Cash flow hedges, currency forward contracts — liability	Accrued liabilities	$	55,870	Accrued liabilities	$	50,756

	As at
	May 30, 2009			February 28, 2009
Derivative instruments that do not
meet the requirements for hedge	Balance Sheet			Balance Sheet
accounting under SFAS 133	Classification	Fair Value		Classification	Fair Value
Currency forward contracts — asset	Other current assets	$	6,372	Other current assets	$	22,026
Currency forward contracts — liability	Accrued liabilities	$	46,253	Accrued liabilities	$	6,071

The following tables show the impact of derivative instruments on the consolidated statements of operations:

					Amount of Gain (Loss)
	Amount of Gain (Loss)			Classification of	Reclassified from
	Recognized in OCI on			Gain (Loss)	Accumulated OCI
	Derivative Instruments			Reclassified from	into Income
Derivative Instruments in Cash	(Effective Portion)			Accumulated OCI	(Effective Portion)
Flow Hedging Relationships	For the Three Months			into Income	For the Three Months
as defined in SFAS 133	Ended May 30, 2009			(Effective Portion)	Ended May 30, 2009
Currency forward contracts	$	(36,963	)	Revenue	$	6,044
Currency forward contracts	$	2,130		Cost of sales	$	(2,375	)
Currency forward contracts	$	3,195		Selling, marketing and administration	$	(2,652	)
Currency forward contracts	$	6,633		Research and development	$	(5,251	)

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

Derivative Instruments in		Amount of Loss
Hedging Relationships		in Income on
that do not meet the	Location of Loss	Derivative Instruments
requirements for hedge	Recognized in Income on	For the Three Months Ended
accounting under SFAS 133	Derivative Instruments	May 30, 2009
Currency forward contracts	Selling, marketing and administration		$  (56,027)

	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 primarily 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 May 30, 2009, 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 88% (February 28, 2009 — 60%).
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.
	Selected financial information is as follows:

	Three Months Ended
	May 30,			May 31,
	2009			2008
Revenue
Canada	$	155,106		$	175,563
United States		2,225,551			1,395,313
United Kingdom		272,805			138,403
Other		770,048			533,286
	$	3,423,510		$	2,242,565
Revenue
Canada		4.5	%		7.8	%
United States		65.0	%		62.2	%
United Kingdom		8.0	%		6.2	%
Other		22.5	%		23.8	%
		100.0	%		100.0	%

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

	Three Months Ended
	May 30,		May 31,
	2009		2008
Revenue mix
Devices	$	2,787,969	$	1,838,337
Service		450,584		292,376
Software		62,271		66,541
Other		122,686		45,311
	$	3,423,510	$	2,242,565

	As at
	May 30,		February 28,
	2009		2009
Capital assets, intangible assets and goodwill
Canada	$	2,151,410	$	1,948,337
United States		560,259		482,826
United Kingdom		47,929		49,454
Other		62,425		58,130
	$	2,822,023	$	2,538,747
Total assets
Canada	$	3,652,827	$	3,218,640
United States		3,969,830		2,646,783
United Kingdom		887,950		1,931,387
Other		324,859		304,562
	$	8,835,466	$	8,101,372

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

18.	CASH FLOW INFORMATION
	Cash flows resulting from net changes in working capital items are as follows:

	Three Months Ended
	May 30,			May 31,
	2009			2008
Trade receivables	$	(224,851	)	$	(252,409	)
Other receivables		(55,309	)		(23,802	)
Inventory		48,343			(65,301	)
Other current assets		31,421			(20,783	)
Accounts payable		164,445			31,450
Accrued liabilities		205,685			157,749
Income taxes payable		(269,854	)		(340,179	)
Deferred revenue		10,082			14,742
	$	(90,038	)	$	(498,533	)

27

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 May 30, 2009.

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 preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

- 2 -

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 March 1, 2009 and ended on May 30, 2009 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

DATE:  June 19, 2009

/s/  James BalsillieJames 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 May 30, 2009.

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 preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

- 2 -

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 March 1, 2009 and ended on May 30, 2009 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

DATE:  June 19, 2009

/s/  Mike LazaridisMike Lazaridis
Co-Chief Executive Officer

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Brian Bidulka, Chief Accounting Officer of Research In Motion Limited, in the capacity of Chief Financial Officer, 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 May 30, 2009.

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 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 March 1, 2009 and ended on May 30, 2009 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

DATE:  June 19, 2009

/s/  Brian BidulkaBrian Bidulka
Chief Accounting Officer (in the capacity of 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:  June 19, 2009	By:	/s/  Brian Bidulka
		Name:	Brian Bidulka
		Title:	Chief Accounting Officer