6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

July 29, 2016

Commission File Number: 001-35152

WI-LAN INC.

(Translation of registrant’s name into English)

303 Terry Fox Drive

Suite 300

Ottawa, Ontario K2K 3J1

Canada

(Address of principal executive office)

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  ¨            Form 40-F x

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

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):  ¨

EXHIBIT LIST

Exhibit	Description
99.1	Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three and Six Months ended June 30, 2016 and 2015
99.2	Condensed Consolidated Financial Statements for the Three and Six Months ended June 30, 2016
99.3	Certification of the Chief Executive Officer - Form 52-109F2 Certification of Interim Filings Full Certificate
99.4	Certification of the Chief Financial Officer - Form 52-109F2 Certification of Interim Filings Full Certificate

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.

	WI-LAN INC.
Date: July 29, 2016	By:	/s/ Prashant R. Watchmaker
	Name:	Prashant R. Watchmaker
	Title:	Vice-President, Corporate Legal & Corporate Secretary

EX-99.1

Exhibit 99.1

Management’s Discussion and Analysis of Financial Condition and

Results of Operations

For the Three and Six Months ended June 30, 2016 and 2015

July 27, 2016

MD&A

INTRODUCTION

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (this “MD&A”) is dated July 27, 2016. It should be read in conjunction with the unaudited interim condensed consolidated financial statements and notes thereto for Wi-LAN Inc. for the three and six months ended June 30, 2016 (the “Financial Statements”). References in this MD&A to “WiLAN”, “our Company”, “we”, “us” and “our” refer to Wi-LAN Inc. and its consolidated subsidiaries during the periods presented unless the context requires otherwise. The Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information. These Financial Statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. Accordingly, this MD&A should be read in conjunction with our audited consolidated financial statements and notes for the year ended December 31, 2015 and the related management’s discussion and analysis of financial condition and results of operations for our year ended December 31, 2015 dated February 8, 2016 (the “Annual MD&A”), each as filed with the Canadian securities regulators on SEDAR and furnished to the United States Securities and Exchange Commission (the “SEC”) on Form 40-F on EDGAR.

Unless otherwise indicated, all financial information in this MD&A is reported in thousands of United States dollars (“U.S. dollars”), with the exception of share and earnings per share data which is reported in number of shares and U.S. dollars respectively. The tables and charts included in this document form an integral part of this MD&A.

We 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, we are permitted to prepare this MD&A in accordance with Canadian disclosure requirements which may differ from U.S. disclosure requirements. This MD&A provides information for the three and six months ended June 30, 2016 and up to and including July 26, 2016. Additional information filed by us with the Canadian Securities Administrators, including quarterly reports, annual reports and our annual information form for the year ended December 31, 2015, is available on-line at www.sedar.com and also on our website at www.WiLAN.com. Our Form 40-F can be found on the SEC’s EDGAR website at www.sec.gov.

Our management is responsible for establishing appropriate information systems, procedures and controls to ensure that all financial information disclosed externally, including this MD&A, and used internally by us, is complete and reliable. These procedures include the review and approval of our financial statements and associated information, including this MD&A, first by our management’s Disclosure Committee, then by our Board of Directors’ Audit Committee (the “Audit Committee”) and, finally, by our Board of Directors as a whole (the “Board”).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements and forward-looking information within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable United States and Canadian securities laws, including such statements relating to:

• assumptions and expectations described in our critical accounting policies and estimates;

• our expectation regarding the adoption and impact of certain accounting pronouncements;

• our expectation regarding the growth rates of licensees’ businesses and the expected revenues to be collected from such licensees;

• our expectations with respect to revenues to be recorded as a consequence of license agreements with fixed periodic payment structures;

• our expectations with respect to the timing and amounts of any license agreements that may be entered into with respect to any of our litigation matters;

• our expectations with respect to our ability to sign new licenses and to sign renewal agreements with existing licensees;

• our estimates regarding our effective tax rate;

• our expectations with respect to the sufficiency of our financial resources; and

• our expectations regarding continued expansion of our patent portfolio through the acquisition of patents from third parties and from the development of new inventions or our entry into licensing relationships with third parties.

2016 Second Quarter Financial Results 1

MD&A

The words “expect”, “anticipate”, “estimate”, “may”, “will”, “should”, “would”, “intend”, “believe”, “plan”, “continue”, “anticipate”, “project” or the negative of these words or other variations on these words, comparable terms and similar expressions are intended to identify forward-looking statements and forward-looking information. Forward-looking statements and forward-looking information are based on estimates and assumptions made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate in the circumstances.

We provide forward-looking statements and forward-looking information to assist external stakeholders in understanding our management’s expectations and plans relating to the future as of the date of this MD&A and such statements and information may not be appropriate for any other purposes. The forward-looking statements and forward-looking information in this MD&A are made as of the date of this MD&A only. We have no intention and undertake no obligation to update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

RISKS AND UNCERTAINTIES

Many factors could cause our actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements and forward-looking information including those which are discussed in greater detail under the heading “Risk Factors” in our February 8, 2016 Annual Information Form for the year ended December 31, 2015 (“AIF”).

NON-GAAP DISCLOSURE

We use the term “earnings before interest, taxes, depreciation and amortization” (“EBITDA”) to reference earnings from continuing operations before interest income, interest expense, depreciation & amortization expense, and the provision for income taxes as disclosed in the reconciliation of net earnings/loss to EBITDA included in this MD&A. We report EBITDA in the belief that it may be useful for certain investors and readers of the financial statements as a measure of our performance. We had previously used the term “adjusted earnings” as a measure of our performance; however, we believe that EBITDA may be more useful for certain investors and readers of the financial statements as a measure of our performance in comparison to our industry peers. EBITDA IS NOT A MEASURE OF FINANCIAL PERFORMANCE UNDER U.S. GAAP. IT DOES NOT HAVE ANY STANDARDIZED MEANING PRESCRIBED BY U.S. GAAP AND IS THEREFORE UNLIKELY TO BE COMPARABLE TO SIMILARLY TITLED MEASURES USED BY OTHER COMPANIES. EBITDA SHOULD NOT BE INTERPRETED AS AN ALTERNATIVE TO NET EARNINGS AND CASH FLOWS FROM OPERATIONS AS DETERMINED IN ACCORDANCE WITH U.S. GAAP OR AS A MEASURE OF LIQUIDITY.

2016 Second Quarter Financial Results 2

MD&A

SELECTED FINANCIAL INFORMATION

The following table sets forth consolidated statements of operations data for the periods indicated as well as certain balance sheet data as at June 30, 2016 and December 31, 2015.

	Three months ended					Three months ended				Six months ended					Six months ended
	June 30, 2016					June 30, 2015				June 30, 2016					June 30, 2015
Revenue	$	15,961		100	%	$	34,990	100	%	$	46,121		100	%	$	55,400	100	%
Operating expenses
Cost of revenue		16,143		101	%		16,131	46	%		34,135		74	%		35,597	64	%
Research and development		—		0	%		713	2	%		—		0	%		1,432	3	%
Marketing, general and administration		2,752		17	%		2,212	6	%		5,399		12	%		4,463	8	%
Foreign exchange (gain) loss		(114	)	(1	%)		8	0	%		(277	)	(1	%)		2,294	4	%
Total operating expenses		18,781		118	%		19,064	54	%		39,257		85	%		43,786	79	%
Earnings (loss) from operations		(2,820	)	(18	%)		15,926	46	%		6,864		15	%		11,614	21	%
Interest income		120		1	%		119	0	%		238		1	%		241	0	%
Earnings (loss) before income taxes		(2,700	)	(17	%)		16,045	46	%		7,102		15	%		11,855	21	%
Provision for (recovery of) income tax expense
Current		837		5	%		1,031	3	%		3,860		8	%		2,034	4	%
Deferred		(385	)	(2	%)		4,056	12	%		1,474		3	%		3,621	7	%
		452		3	%		5,087	15	%		5,334		12	%		5,655	10	%
Net and comprehensive earnings (loss)	$	(3,152	)	(20	%)	$	10,958	31	%	$	1,768		4	%	$	6,200	11	%
Earnings (loss) per share
Basic	$	(0.03	)			$	0.09			$	0.01				$	0.05
Diluted		(0.03	)				0.09				0.01					0.05
Weighted average number of common shares
Basic		119,255,090					120,747,848				119,768,540					120,610,828
Diluted		119,255,090					120,749,618				119,768,540					120,647,995

	As at June 30, 2016		As at December 31, 2015
Cash and cash equivalents	$	102,518	$	93,431
Short-term investments		1,200		1,120
Total assets		280,575		293,218
Long-term debt		—		—
Dividends declared per common share		0.025		0.17

2016 Second Quarter Financial Results 3

MD&A

RESULTS OF OPERATIONS OVERVIEW

Revenues for the three and six months ended June 30, 2016 were $15,961 and $46,121, respectively, representing a decrease of $19,029 or 54% and $9,279 or 17%, respectively, over the same periods last year. The decrease in revenue is attributable to lower fixed payment license agreements signed during the three and six months ended June 30, 2016 and the completion of certain fixed payment license agreements signed in previous years.

As at June 30, 2016, we had 43 partners and over 50 patent portfolio programs. During the six months ended June 30, 2016 we signed 21 licenses.

Operating expenses for the three and six months ended June 30, 2016 were $18,781 or 118% of revenues and $39,257 or 85% of revenues, respectively, representing a decrease of $283 or 1% and $4,529 or 10%, respectively, as compared to the three and six months ended June 30, 2015. The decrease in operating expenses for the three and six months ended June 30, 2016 is primarily attributable to lower litigation expense, lower base salary costs as a result of the staffing reductions undertaken in the fourth quarter of fiscal 2015 and foreign exchange losses partially offset by higher patent maintenance, prosecution and evaluation expense, contingent partner payments and legal fees expense, accrued costs related to variable compensation and restricted share units as a result of an increase in stock price during the three and six months ended June 30, 2016 and amortization expense.

Litigation expense, which is included in cost of revenue, accounted for approximately $596 or 3% and $1,488 or 4% of total operating expenses for the three and six months ended June 30, 2016, respectively, as compared to $3,145 or 16% and $9,385 or 21% of total operating expenses for the three and six months ended June 30, 2015, respectively. Our preference is to negotiate licenses without the use of litigation; that is not, however, always possible. Given the number of litigations we are currently involved in and the related fee arrangements, litigation expenses for 2016 are expected to decrease from the 2015 levels excluding contingent litigation payments. Litigation activities, and therefore litigation expenses, are difficult to predict as there are many factors that can influence any action that is commenced.

We recorded a net loss for the three months ended June 30, 2016 of $3,152 or $0.03 per basic and diluted share and net earnings for the six months ended June 30, 2016 of $1,768 or $0.01 per basic and diluted share, respectively, as compared to net earnings for the three and six months ended June 30, 2015 of $10,958 or $0.09 per basic and diluted share and $6,200 or $0.05 per basic and diluted share, respectively.

We consider EBITDA, a non-GAAP measure, to be a good indicator of performance for the business as it more accurately captures financial performance in a given period related to the operations of the business.

The table below reconciles the net earnings/loss to EBITDA.

	Three months ended						Six months ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Net earnings (loss) under GAAP	$	(3,152	)	$	10,958		$	1,768		$	6,200
Adjusted for:
Interest income		(120	)		(119	)		(238	)		(241	)
Depreciation and amortization		9,956			9,242			20,086			18,230
Income tax expense		452			5,087			5,334			5,655
EBITDA	$	7,136		$	25,168		$	26,950		$	29,844
Weighted average number of common shares (1)
Basic		119,255,090			120,747,848			119,768,540			120,610,828
Earnings (loss) per basic share under GAAP	$	(0.03	)	$	0.09		$	0.01		$	0.05
Adjusted for:
Interest income		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Depreciation and amortization		0.08			0.08			0.17			0.15
Income tax expense		0.00			0.04			0.04			0.05
EBITDA per basic share	$	0.06		$	0.21		$	0.23		$	0.25

1. Weighted average number of commons shares used in the calculation of EBITDA per basic share and earnings (loss) per basic share under GAAP.

2016 Second Quarter Financial Results 4

MD&A

EBITDA for the three and six months ended June 30, 2016 was $7,136 and $26,950, respectively, as compared to $25,168 and $29,844 for the three and six months ended June 30, 2015, respectively. The decrease in EBITDA as compared to the same period last year is primarily attributable to a decrease in revenue and an increase in patent maintenance, prosecution and evaluation expense, accrued variable compensation costs and accrued costs related to restricted share units as a result of an increase in stock price and contingent partner payments and legal fees expense, partially offset by a decrease in litigation expenses, salary costs and foreign exchange losses.

Results of Operations for the three and six months ended June 30, 2016 as compared to the three and six months ended June 30, 2015

Revenues

Revenues for the three and six months ended June 30, 2016 were $15,961 and $46,121, respectively, representing a decrease of $19,029 or 54% and $9,279 or 17%, respectively, over the same periods last year.

	Three months ended					Six months ended
	June 30, 2016			June 30, 2015		June 30, 2016			June 30, 2015
Revenues	$	15,961		$	34,990	$	46,121		$	55,400
Decrease from comparative period		(54	%)				(17	%)

Revenues can vary significantly from quarter to quarter depending upon the type of royalty arrangement with licensees, the timing of royalty reporting by licensees, the cyclical nature of licensees’ markets and fluctuations in foreign currency and other factors. Revenues can fluctuate based on individual licensees’ growth and success rates in their respective markets, and other market factors on their respective businesses and other factors outside of our control. See “Risk Factors” contained in our AIF for more detailed information.

Three licensees individually accounted for 20%, 16% and 13% of revenues from royalties for the three months ended June 30, 2016, as compared to one licensee which accounted for 46% of revenue from royalties for the same period last year. Three licensees individually accounted for 21%, 14% and 11% of revenues from royalties for the six months ended June 30, 2016, as compared to two licensees which individually accounted for 29% and 11% of revenue from royalties for the same period last year.

For the three and six months ended June 30, 2016, the top ten licensees accounted for 95% and 83% of revenues from royalties, respectively, as compared to 90% and 84% for the same periods last year.

Historically, a significant portion of our revenues has been generated by license agreements having fixed periodic payments, however we expect that an increasing portion of our revenues will be generated by license agreements having one-time lump sum payments. Given the expected shift in the business model just described, revenues are likely to vary, perhaps significantly, from period to period.

Cost of revenue

Cost of revenue is comprised of patent licensing expenses which includes royalty obligations, cost of patents sold , employee related costs and other costs incurred in conducting license negotiations, contingent partner payments and legal fees, litigation expense and amortization of patents expense related to acquired patents. We also consider the expenses related to sourcing new patent portfolios or developing new strategic partnerships and the management of our patent portfolio as cost of revenue. The management of our patent portfolio involves filing patent applications, prosecuting applications to obtain issued patents, documenting infringement, assessing validity of issued patents, conducting due diligence on patents and applications to be acquired and other general administrative tasks. Many of these costs are directly related to the size and breadth of our patent portfolio and, therefore, as we add or reduce patents, these costs would be expected to increase or decrease accordingly. We are continuously looking at ways to reduce costs including reducing our patent count if revenues will not be impacted.

Litigation and amortization expenses are not necessarily variable with revenues.

2016 Second Quarter Financial Results 5

MD&A

The table below provides the details of cost of revenue:

	Three months ended						Six months ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Compensation and benefits	$	2,313		$	1,952		$	4,166		$	3,944
Litigation		596			3,145			1,488			9,385
Patent maintenance, prosecution, and evaluation		2,377			1,352			5,425			2,696
Contingent partner payments and legal fees		797			121			2,725			776
Amortization of patents		9,850			9,134			19,872			17,979
Stock-based compensation		45			112			135			238
Other		165			315			324			579
	$	16,143		$	16,131		$	34,135		$	35,597
Percent of revenue		101	%		46	%		74	%		64	%
Increase (decrease) from comparative period		0	%					(4	%)

Cost of revenue for the three and six months ended June 30, 2016 was $16,143 or 101% and $34,135 or 74% of revenues, respectively, as compared to $16,131 or 46% and $35,597 or 64% of revenues for the same periods last year. The decrease in cost of revenue for the six months ended June 30, 2016 is primarily attributable to a decrease in litigation expense and salary costs partially offset by an increase in patent maintenance, prosecution, and evaluation costs, contingent partner payments and legal fees, accrued variable compensation costs and accrued costs related to restricted share units as a result of an increase in stock price during the three and six months ended June 30, 2016 and amortization expense. In general, patent licensing expenses are proportional to the breadth and depth of our licensing programs and should be expected to increase as we add programs to our business operations. As a result of the expansion of the number of our licensing programs, an increase in litigation matters and an increase in partnering arrangements with the previous patent owners and contingent legal fee arrangements with law firms, cost of revenue is expected to increase in fiscal 2016.

Litigations are a normal part of our business which may extend over multiple years and are principally a discretionary cost, not directly related to or necessarily proportional to the revenues we generate. Our external litigation expenses consist of expenses related to the conduct of our litigation activities and include the costs of external legal counsel and third party costs including those of expert witnesses and other service providers required during the course of litigations that are not otherwise contingent.

Pursuant to our engagement of McKool Smith (“McKools”) in respect of certain litigations that concluded in 2011, in consideration for a discount on fees in connection with such litigations, we have agreed to pay McKools a success fee based on achieving certain minimum financial measures attributable to such litigations. Upon achieving these financial measures, McKools will be entitled to receive a percentage of the proceeds actually received pursuant to the licensing agreements relating to these litigations up to a maximum of $27,986. We have collected and expect to collect proceeds from these license agreements over the next twelve months. Should we collect these amounts as contemplated in the agreements, McKools will be entitled to the entire success fee. We accrued the full amount of the success fee obligation in fiscal 2011. As at June 30, 2016, the current and long term portions of the success fee obligation are $1,767 and $140, respectively. During the six months ended June 30, 2016, we paid McKools $1,731 (six months ended June 30, 2015 - $2,145) based on proceeds collected as of March 31, 2016.

For the three and six months ended June 30, 2016, litigation expenses amounted to $596 and $1,488, respectively, as compared to $3,145 and $9,385 for the same periods last year. The decrease in litigation expense for the three and six months ended June 30, 2016 is attributable to an increase in shared risk fee arrangements with external legal counsel in comparison to the same period last year.

We have engaged the services of certain law firms to represent us in certain patent infringement litigations. Pursuant to these engagements, we have agreed to pay these law firms a success fee which is based on a percentage of proceeds received (as defined in the respective agreements) pursuant to future license agreements resulting from these patent infringement litigations. We have in the

2016 Second Quarter Financial Results 6

MD&A

past, and may again in the future, agree to pay a discounted fixed-fee, capped at an amount that would normally be a fraction of the estimated total fees, as an advance against any future success fee payments. Any success fees payable to these law firms are expensed in the period for which the applicable revenues are recognized. All fixed fee amounts are expensed in the period they are incurred.

Litigation expenses are expected to vary from period to period due to the variability of litigation activities, and shared risk fee arrangements. We expect a decrease in litigation expenses in fiscal 2016 as a result of the expected level of litigation activities and the corresponding fee arrangements excluding any contingent legal fees.

Our partnering programs relate to specific patent portfolios owned or controlled by our operating subsidiaries. These partner program s have contingent payment arrangements with the previous patent owners and most often have contingent legal fee arrangements with law firms. As these licensing programs generate revenues we expect to incur contingent partner payments and contingent legal fees. The contingent partner payments and contingent legal fees are expected to fluctuate from period to period based on the amount of revenues recognized each period, the terms and conditions of the particular contingent legal fee arrangements, the type of contingent partner payment arrangements with the previous patent owners and the mix of specific patent portfolios generating revenues each period.

In the course of our normal operations, we are subject to claims, lawsuits and contingencies. Accruals are made in instances where it is probable that liabilities may be incurred and where such liabilities can be reasonably estimated. Although it is possible that liabilities may be incurred in instances for which no accruals have been made, we have no reason to believe that the ultimate outcome of these matters would have a significant impact on our consolidated financial position. We are currently not subject to any claims or lawsuits and therefore no amounts have been accrued.

Research and development expense (“R&D”)

During the fourth quarter of fiscal 2015 we eliminated our R&D activities and, therefore, we do not expect to incur any expenses related to R&D. We do not expect the elimination of our R&D activities to have a material impact, if any, on our business model.

Marketing, general and administration expense

Marketing, general and administration (“MG&A”) expenses represent the cost of corporate services including facilities, executive management, finance, corporate legal, human resources, office administration, marketing and communications, information technology and all costs associated with being a public company.

The table below provides the details of MG&A expense:

	Three months ended						Six months ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Compensation and benefits	$	1,645		$	758		$	2,947		$	1,949
Depreciation		106			108			213			226
Stock-based compensation		1			72			18			188
Public company costs		447			410			1,147			725
Facilities		148			152			317			301
Other		405			712			757			1,074
	$	2,752		$	2,212		$	5,399		$	4,463
Percent of revenue		17	%		6	%		12	%		8	%
Increase from comparative period		24	%					21	%

MG&A expenses for the three and six months ended June 30, 2016, amounted to $2,752 or 17% of revenues and $5,399 or 12% of revenues, respectively, as compared to $2,212 or 6% of revenue and $4,463 or 8% of revenues for the same periods last year. The increase in spending for the three and six months ended June 30, 2016 is primarily attributable to an increase in compensation and benefits expenses as a result of higher accrued costs related to variable compensation and restricted share units and an increase in public company costs related to accrued costs for deferred stock units held by certain non-executive members of our Board partially offset by lower base salary costs. The increase in accrued costs related to restricted share units and deferred stock units is attributable to the increase in stock price during the three and six months ended June 30, 2016.

MG&A costs will vary from period to period depending on activities and initiatives undertaken and changes in staffing levels in any given period. Restricted share units and deferred stock units are variable elements and therefore changes in the stock price could be expected to impact compensation spending and public company costs.

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Foreign exchange gain/loss

The table below provides the details of the foreign exchange gain/loss:

Foreign Exchange

	Three months ended						Six months ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Realized foreign exchange loss	$	2		$	654		$	70		$	1,192
Unrealized foreign exchange (gain) loss		(116	)		(646	)		(347	)		1,102
	$	(114	)	$	8		$	(277	)	$	2,294
Percent of revenue		(1	%)		0	%		(1	%)		4	%
Decrease from comparative period		NM	*					NM	*

* NM - percentage is not meaningful as the change is too large

Our realized foreign exchange loss is attributable to unhedged transactions denominated in currencies other than our functional currency, U.S. dollars and is a result of the change in exchange rates in effect when foreign denominated transactions are initially recorded and the corresponding settlement.

The unrealized foreign exchange gain recognized in the three and six months ended June 30, 2016 resulted from the translation of monetary accounts, primarily cash and cash equivalents, short-term investments, dividends, and accounts payable, denominated in Canadian dollars to U.S. dollars. The change from last year is attributable to the decrease in the level of monetary accounts denominated in Canadian dollars and the Canadian dollar strengthening relative to the U.S. dollar during the three and six months ended June 30, 2016 as compared to the same periods last year for which the Canadian dollar weakened relative to the U.S. dollar.

From time to time we may utilize forward contracts to enhance our ability to manage foreign currency exchange rate risk and exposure to currency rate fluctuations related primarily to future cash outflows of Canadian dollars. The foreign exchange forward contracts would normally require us to sell U.S. dollars for Canadian dollars at prescribed rates.

As at June 30, 2016, we did not have any foreign exchange forward contracts.

We cannot accurately predict foreign exchange movements and as such, cannot accurately predict future gains and losses related to holding assets and liabilities denominated in currencies other than U.S. dollars.

Interest income

Our recorded investment income for the three and six months ended June 30, 2016 was $120 and $238, respectively as compared to $119 and $241 for the three and six months ended June 30, 2015, respectively. Interest income includes interest earned on deposits and short-term investments.

Provision for (recovery of) income taxes

The table below provides the details of income tax expense/recovery:

	Three months ended						Six months ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Current income tax expense	$	837		$	1,031		$	3,860		$	2,034
Deferred income tax expense (recovery)		(385	)		4,056			1,474			3,621
	$	452		$	5,087		$	5,334		$	5,655
Current income tax expense % of revenue		5	%		3	%		8	%		4	%

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Income tax expense for the three and six months ended June 30, 2016 was $452 and $5,334, respectively, as compared to $5,087 and $5,655 for the same periods last year. The provision for income tax is recognized based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year.

The current income tax expense for the three and six months ended June 30, 2016 and 2015, consisted primarily of foreign taxes withheld on royalty revenues received from licensees in foreign tax jurisdictions for which there is no treaty relief. Withholding tax expense for the three and six months ended June 30, 2016 was 5% of revenue and 8% of revenue, respectively, as compared to 3% and 4% of revenue for the same periods last year. The increase in withholding tax expense as a percentage of revenue is attributable to an increase in revenue from jurisdictions for which there is no tax treaty relief.

The decrease in the deferred income tax expense is primarily attributable to the recognition of certain Canadian losses partially offset by an increase in the valuation allowance. There is a valuation allowance of $19,797 as at June 30, 2016 (December 31, 2015 - $17,583) against deferred tax assets for certain of our Canadian and all of our U.S. subsidiaries. We establish a valuation allowance for any portion of our deferred tax assets for which management believes it is more likely than not that we will be unable to utilize the assets to offset future taxes. We will continue to evaluate our deferred income tax position quarterly and record any adjustment necessary in that period.

We expect to continue to utilize certain previously recognized Canadian loss carryforwards. Until such time as our licensing programs in certain of our Canadian and U.S. subsidiaries generate sufficient taxable income we expect to continue to maintain a full valuation allowance against deferred tax assets for these Canadian and U.S. subsidiaries. As a result, we expect our provision for deferred income tax expense to be disproportionate when compared to our estimated average annual rate.

2016 Second Quarter Financial Results 9

MD&A

SELECTED CONSOLIDATED QUARTERLY RESULTS

(Unaudited)

Thousands of U.S. dollars except per share amounts	Three months ended June 30, 2016			Three months ended March 31, 2016		Three months ended December 31, 2015		Three months ended September 30, 2015
Revenues	$	15,961		$	30,160	$	26,017	$	21,438
EBITDA (1)	$	7,136		$	19,814	$	12,867	$	11,982
EBITDA per share (1)
Basic	$	0.06		$	0.16	$	0.11	$	0.10
Diluted	$	0.06		$	0.16	$	0.11	$	0.10
Net earnings (loss)	$	(3,152	)	$	4,920	$	3,007	$	829
Net earnings (loss) per share
Basic	$	(0.03	)	$	0.04	$	0.02	$	0.01
Diluted	$	(0.03	)	$	0.04	$	0.02	$	0.01
Weighted average number of common shares
Basic		119,255,090			120,281,998		120,817,531		120,790,348
Diluted		119,255,090			120,281,998		120,817,531		120,790,986

Thousands of U.S. dollars except per share amounts	Three months ended June 30, 2015		Three months ended March 31, 2015			Three months ended December 31, 2014		Three months ended September 30, 2014
Revenues	$	34,990	$	20,410		$	22,102	$	24,576
EBITDA (1)	$	25,168	$	4,676		$	11,207	$	11,638
EBITDA per share (1)
Basic	$	0.21	$	0.04		$	0.09	$	0.10
Diluted	$	0.21	$	0.04		$	0.09	$	0.10
Net earnings (loss)	$	10,958	$	(4,758	)	$	518	$	(375	)
Net earnings (loss) per share
Basic	$	0.09	$	(0.04	)	$	0.00	$	0.00
Diluted	$	0.09	$	(0.04	)	$	0.00	$	0.00
Weighted average number of common shares
Basic		120,747,848		120,472,290			120,215,989		120,211,493
Diluted		120,749,618		120,472,290			120,415,297		120,211,493

1. EBITDA and EBITDA per share are non-GAAP measures. See “Non-GAAP Disclosures” and the “Reconciliation of EBITDA” contained in this MD&A.

Our quarterly revenues are affected by the amount and timing of fixed payment based licenses, the amount of running royalty based licenses, and any new lump sum payment based licenses signed in a quarter. Our quarterly operating expenses are affected by the number of litigation matters and licensing programs, the timing of partner payment obligations and contingent legal fees associated with our partnering program and foreign exchange gains/losses. Given these factors, quarterly revenues and operating expenses can fluctuate and be difficult to predict.

2016 Second Quarter Financial Results 10

MD&A

Historically, our operating results have fluctuated on a quarterly basis and we expect that quarterly results will continue to fluctuate in the future. The operating results for interim periods should not be relied upon as an indication of the results to be expected or achieved in any future period or any fiscal year as a whole. The factors affecting our revenue and results, many of which are outside of our control, include the factors set out under the heading “Risks and Uncertainties” above which are discussed in greater detail under the heading “Risk Factors” in our AIF which we urge readers to review carefully.

Because our quarterly revenue is dependent upon a relatively small number of transactions, even minor variations in the rate and timing of payment of royalties could cause us to plan or budget inaccurately, and those variations could adversely affect our operating results. Delays or reductions in the amounts of royalty payments would adversely affect our business, results of operations and financial condition.

CAPITAL AND LIQUIDITY

Cash and cash equivalents and short-term investments amounted to $103,718 at June 30, 2016, representing an increase of $9,167 from the $94,551 held at December 31, 2015. The increase is primarily attributable to $23,062 of cash generated from operations partially offset by the payment of dividends totaling $2,242, the repurchase of common shares under a normal course issuer bid totaling $3,123 and patent acquisition payments totaling $2,777 for the repayment of patent finance obligations for patents acquired in 2013 and, payments totaling $6,150 for patents acquired in 2015 and 2016.

At June 30, 2016, we had working capital of $88,863, long-term success fee obligation of $140 and long-term patent finance obligations of $18,407 which relates to deferred payment terms on patents we acquired during fiscal 2013.

At June 30, 2016, the current and long-term portions of the patent finance obligations are $7,207 and $18,407, respectively. We expect the repayment of the long-term portion of the patent finance obligation to be completed within the next four years.

We have a revolving credit facility available in the amount of CDN$8,000 or the equivalent in U.S. dollars for general corporate purposes and a further CDN$3,000 for foreign exchange facility. Canadian dollar or U.S. dollar amounts advanced under this credit facility are payable on demand and bear interest at the bank’s Canadian prime rate plus 1.0% per annum or U.S. base rate plus 1.0% per annum. Borrowings under this facility are collateralized by a general security agreement over our cash and cash equivalents, receivables and present and future personal property. As at and during the six months ended June 30, 2016, we had no borrowings under this facility.

Effective February 10, 2016, we received regulatory approval to make a normal course issuer bid (the “2016 NCIB”) pursuant to which we are permitted to purchase up to 11,762,446 common shares for cancellation. The 2016 NCIB commenced on February 12, 2016 and will expire on February 11, 2017. During the six months ended June 30, 2016, we repurchased 1,770,000 common shares under the 2016 NCIB for a total cost of $3,123.

We plan to use our cash resources to fund our operations and any litigation that might be required, to purchase additional high quality patent portfolios and patent licensing businesses that are identified and fit our value proposition and strategic objectives, and to fund any dividend payments and the purchase of any of our common shares.

Our ability to generate cash from operations going forward is based on collecting royalties under our signed licenses and additional licensing of our patent portfolios to companies around the world. It is difficult to predict the timing and nature of future licenses from existing patent portfolios and from future patent portfolios we acquire or obtain through partnering arrangements.

We plan to finance our cash requirements for operating expenses, litigation costs and technology acquisitions by a combination of cash generated from licensing our patent portfolio and, if desirable based on market conditions, by selling common shares or debt securities to the public.

2016 Second Quarter Financial Results 11

MD&A

OUTSTANDING COMMON SHARE DATA

We are authorized to issue an unlimited number of common shares, 6,350.9 special preferred, redeemable, retractable, non-voting shares and an unlimited number of preferred shares, issuable in series. As at June 30, 2016, there were 119,106,481 common shares and no special or preferred shares issued and outstanding. We also maintain a Share Option Plan, an Employee Stock Purchase Plan and a Deferred Stock Unit Plan. Under all these plans, we can issue a maximum of 10% of our issued and outstanding common shares from time to time which was, as at June 30, 2016, 11,910,648 common shares combined. The common shares authorized for issuance under the Employee Stock Purchase Plan and the Deferred Stock Unit Plan are limited to 800,000 and 430,000, respectively. As at June 30, 2016, we had 7,047,987 options outstanding, 194,566 deferred stock units outstanding and have issued 574,900 shares under the Employee Stock Purchase Plan.

CRITICAL ACCOUNTING POLICIES, INCLUDING INITIAL ADOPTION OF POLICIES, AND CRITICAL ESTIMATES

Our management is required to make judgments, assumptions and estimates in applying our accounting policies and practices which have a significant impact on our financial results. Our significant accounting policies are described in Note 2 of our audited consolidated financial statements and notes for the year ended December 31, 2015. A discussion of our critical accounting policies, and the estimates related to them, are included in our Annual MD&A. Except as outlined below, there has been no material changes in our existing critical accounting policies from the disclosures included in our audited consolidated financial statements and notes for the year ended December 31, 2015 and our Annual MD&A. Refer to Note 2, “Basis of Presentation,” in the Notes to the Financial Statements for updates related to new accounting pronouncements.

Patents and other intangibles

We have determined that there were no indications of possible impairment during the three and six months ended June 30, 2016.

Goodwill

We have determined that there were no indications of possible impairment during the three and six months ended June 30, 2016.

DISCLOSURE CONTROLS AND PROCEDURES

In conformance with National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators, we have filed certificates signed by our Chief Executive Officer and Chief Financial Officer that, among other things, deal with the matter of disclosure controls and procedures.

Our management has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2016, and based on our evaluation has concluded that these are effective.

The evaluation took into consideration our corporate disclosure policy and the functioning of our executive officers, Board and Board Committees. In addition, our evaluation covered our processes, systems and capabilities relating to regulatory filings, public disclosures and the identification and communication of material information.

Critical accounting estimates are defined as estimates that are very important to the portrayal of our financial position and operating results and require management to make judgments based on underlying assumptions about future events and their effects.

These underlying assumptions are based on historical experience and other factors that we believe to be reasonable under the circumstances and are subject to change as events occur, as additional information is obtained and as the environment in which we operate changes.

2016 Second Quarter Financial Results 12

MD&A

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and our Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, however, internal control over financial reporting may not prevent or detect misstatements on a timely basis.

Our management evaluated, under the supervision of the Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control over financial reporting as at June 30, 2016. We based our evaluation on criteria established in “Internal Control over Financial Reporting - 2013” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and, based on that evaluation, we have concluded that, as of June 30, 2016, our internal control over financial reporting is effective.

CHANGES IN INTERNAL CONTROLS

There have been no changes in our “internal control over financial reporting” that occurred during the three and six months ended June 30, 2016 which have materially affected or are reasonably likely to materially affect the internal control over financial reporting.

2016 Second Quarter Financial Results 13

Wi-LAN Inc.

303 Terry Fox Drive, Suite 300

Ottawa, ON Canada

K2K 3J1

Tel:	1.613.688.4900
Fax	1.613.688.4894
	www.wilan.com

EX-99.2

Exhibit 99.2

Wi-LAN Inc.

2016 Second Quarter

Unaudited Condensed Consolidated

Financial Results

Interim Report

2016 Second Quarter Financial Results

FINANCIAL STATEMENTS

Wi-LAN Inc.

Condensed Consolidated Statements of Operations and Comprehensive Earnings

(Unaudited)

(in thousands of United States dollars, except share and per share amounts)

	Three months ended			Three months ended		Six months ended			Six months ended
	June 30, 2016			June 30, 2015		June 30, 2016			June 30, 2015
Revenue	$	15,961		$	34,990	$	46,121		$	55,400
Operating expenses
Cost of revenue		16,143			16,131		34,135			35,597
Research and development		—			713		—			1,432
Marketing, general and administration		2,752			2,212		5,399			4,463
Foreign exchange (gain) loss		(114	)		8		(277	)		2,294
Total operating expenses		18,781			19,064		39,257			43,786
Earnings (loss) from operations		(2,820	)		15,926		6,864			11,614
Interest income		120			119		238			241
Earnings (loss) before income taxes		(2,700	)		16,045		7,102			11,855
Provision for (recovery of) income tax expense
Current		837			1,031		3,860			2,034
Deferred		(385	)		4,056		1,474			3,621
		452			5,087		5,334			5,655
Net and comprehensive earnings (loss)	$	(3,152	)	$	10,958	$	1,768		$	6,200
Earnings (loss) per share (Note 4)
Basic	$	(0.03	)	$	0.09	$	0.01		$	0.05
Diluted	$	(0.03	)	$	0.09	$	0.01		$	0.05
Weighted average number of common shares
Basic		119,255,090			120,747,848		119,768,540			120,610,828
Diluted		119,255,090			120,749,618		119,768,540			120,647,995

See accompanying notes to condensed consolidated financial statements

2016 Second Quarter Financial Results 1

FINANCIAL STATEMENTS

Wi-LAN Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands of United States dollars)

	June 30, 2016			December 31, 2015
As at
Current assets
Cash and cash equivalents	$	102,518		$	93,431
Short-term investments		1,200			1,120
Accounts receivable		7,612			8,436
Prepaid expenses and deposits		1,467			1,607
		112,797			104,594
Loan receivable		1,625			1,497
Furniture and equipment, net		1,427			1,614
Patents and other intangibles, net		135,901			155,213
Deferred tax asset		16,202			17,677
Goodwill		12,623			12,623
	$	280,575		$	293,218
Current liabilities
Accounts payable and accrued liabilities	$	16,727		$	23,205
Current portion of patent finance obligation		7,207			8,085
		23,934			31,290
Patent finance obligation		18,407			19,895
Success fee obligation		140			655
		42,481			51,840
Commitments and contingencies (Note 6)
Shareholders’ equity
Capital stock (Note 4)		421,675			427,781
Additional paid-in capital		19,848			16,549
Accumulated other comprehensive income		16,225			16,225
Deficit		(219,654	)		(219,177	)
		238,094			241,378
	$	280,575		$	293,218

See accompanying notes to condensed consolidated financial statements

2016 Second Quarter Financial Results 2

FINANCIAL STATEMENTS

Wi-LAN Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands of United States dollars)

	Three months ended			Three months ended			Six months ended			Six months ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Cash generated from (used in)
Operations
Net earnings (loss)	$	(3,152	)	$	10,958		$	1,768		$	6,200
Non-cash items
Stock-based compensation		46			210			154			482
Depreciation and amortization		9,956			9,242			20,086			18,230
Foreign exchange (gain) loss		(105	)		(79	)		(390	)		674
Disposal of assets		—			—			13			—
Deferred income tax expense (recovery)		(385	)		4,056			1,474			3,621
Accrued investment income		(64	)		(55	)		(128	)		(110	)
Change in non-cash working capital balances
Accounts receivable		3,399			(15,512	)		824			(14,215	)
Prepaid expenses and deposits		114			(252	)		140			(973	)
Payments associated with success fee obligation		(877	)		(971	)		(1,732	)		(2,145	)
Accounts payable and accrued liabilities		(678	)		(407	)		853			(2,212	)
Cash generated from operations		8,254			7,190			23,062			9,552
Financing
Dividends paid		(1,151	)		(5,005	)		(2,242	)		(10,188	)
Common shares repurchased under normal course issuer bid		(852	)		—			(3,123	)		(329	)
Common shares issued for cash on the exercise of options		11			—			11			1,269
Common shares issued for cash from Employee Share Purchase Plan		35			81			35			81
Cash used in financing		(1,957	)		(4,924	)		(5,319	)		(9,167	)
Investing
Purchase of furniture and equipment		(24	)		(86	)		(39	)		—
Repayment of patent finance obligations		(1,389	)		(5,532	)		(2,777	)		(114	)
Purchase of patents		(3,150	)		(1,099	)		(6,150	)		(13,164	)
Cash used in investing		(4,563	)		(6,717	)		(8,966	)		(13,278	)
Foreign exchange gain (loss) on cash held in foreign currency		99			62			310			(579	)
Net cash and cash equivalents generated (used) in the period		1,833			(4,389	)		9,087			(13,472	)
Cash and cash equivalents, beginning of period		100,685			117,228			93,431			126,311
Cash and cash equivalents, end of period	$	102,518		$	112,839		$	102,518		$	112,839

See accompanying notes to condensed consolidated financial statements

2016 Second Quarter Financial Results 3

FINANCIAL STATEMENTS

Wi-LAN Inc.

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited)

(in thousands of United States dollars)

	Capital Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income		Deficit			Total Equity
Balance - December 31, 2014	$	426,037		$	16,375		$	16,225	$	(212,880	)	$	245,757
Comprehensive earnings:
Net earnings		—			—			—		6,200			6,200
Shares and options issued:										.
Stock-based compensation expense		—			482			—		—			482
Exercise of stock options		2,056			(787	)		—		—			1,269
Sale of shares under Employee Share Purchase Plan		81			—			—		—			81
Shares repurchased under normal course issuer bid (Note 4)		(443	)		114			—		—			(329	)
Dividends declared (Note 4)		—			—			—		(10,313	)		(10,313	)
Balance - June 30, 2015	$	427,731		$	16,184		$	16,225	$	(216,993	)	$	243,147
Balance - December 31, 2015	$	427,781		$	16,549		$	16,225	$	(219,177	)	$	241,378
Comprehensive earnings:
Net earnings		—			—			—		1,768			1,768
Shares and options issued:
Stock-based compensation expense		—			154			—		—			154
Conversion of deferred stock units to common shares		116			—			—		—			116
Exercise of options		17			(6	)		—		—			11
Sale of shares under Employee Share Purchase Plan		35			—			—		—			35
Shares repurchased under normal course issuer bid (Note 4)		(6,274	)		3,151			—		—			(3,123	)
Dividends declared (Note 4)		—			—			—		(2,245	)		(2,245	)
Balance - June 30, 2016	$	421,675		$	19,848		$	16,225	$	(219,654	)	$	238,094

See accompanying notes to condensed consolidated financial statements

2016 Second Quarter Financial Results 4

NOTES

Wi-LAN Inc.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three and six months ended June 30, 2016 and 2015

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

1. NATURE OF BUSINESS

Wi-LAN Inc. (“WiLAN” or the “Company”) is an intellectual property licensing company which develops, acquires, licenses and otherwise enforces a range of patented technologies which are utilized in products in a wide array of markets including communications and consumer electronics, medical, industrial, semiconductor, automotive and aerospace. The Company generates revenue by licensing its patents to companies that sell products utilizing technologies including: Wi-Fi, WiMAX, LTE, CDMA, DSL, DOCSIS, Bluetooth, V-Chip, 3D television, automotive headlight assemblies, semiconductor manufacturing and packaging, medical stent, video streaming, CMOS image sensors, building automation, computer gaming, smart meter monitoring and LED lighting. The Company also generates revenue by licensing patent portfolios on behalf of its partners and, if necessary, the enforcement of their patented technologies.

2. BASIS OF PRESENTATION

The unaudited interim condensed consolidated financial statements of WiLAN include the accounts of WiLAN and its subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information, including all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the financial position, operations and cash flows for the interim periods. As the interim financial statements do not contain all the disclosures required in annual financial statements, they should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2015 and the accompanying notes. All inter-company transactions and balances have been eliminated.

3. SIGNIFICANT ACCOUNTING POLICIES

These unaudited condensed consolidated financial statements have been prepared following the same accounting policies disclosed in Note 2 of the Company’s audited consolidated financial statements and notes for the year ended December 31, 2015.

In May 2014, the Financial Accounting Standards Board issued ASU 2014-9, “Revenue from Contracts with Customers”. The amendments in this Update create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs-Contracts with Customers. In August 2015, the Financial Accounting Standards Board issued ASU No. 2015-14, “Revenue from Contracts with Customers” which reflects decisions reached by the Financial Accounting Standards Board at its meeting earlier in the year to defer the effective date to fiscal years beginning after December 15, 2017, with early adoption permitted. In March 2016, the Financial Accounting Standards Board issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”, updating the implementation guidance on principal versus agent considerations in the new revenue recognition standard. This standard clarifies that an entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. The standard also includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customer. This standard has the same effective date as ASU 2014-9. In April 2016, the Financial Accounting Standards Board issued ASU No. 2016-10, which finalized amendments to the guidance in the new revenue standard on identifying performance obligations and accounting for licenses of intellectual property. The amendments address implementation issues that were raised by stakeholders and discussed by the Revenue Recognition Transition Resource Group (“TRG”). The updates are not intended to change the core principles of the standard, however, they attempt to clarify important aspects of the guidance and improve its operability. In May 2016, the Financial Accounting Standards Board issued ASU No. 2016-12, which address certain issues identified by the TRG in the guidance on assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition, the Financial Accounting Standards Board decided to add a project to its technical agenda to improve Topic 606, Revenue from Contracts with Customers, by reducing 1) The potential for diversity in practice at initial application and, 2) The cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The Company is currently assessing the impact Topic 606 and related amendments will have on the Company’s consolidated financial statements.

2016 Second Quarter Financial Results 5

NOTES

Wi-LAN Inc.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three and six months ended June 30, 2016 and 2015

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

In February 2016, the Financial Accounting Standards Board issued ASU2016-2, “Leases”. The amendments in this update would require companies and other organizations to include lease obligations in their balance sheets, including a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (“ROU”) asset and a corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the ROU asset, and for operating leases, the lessee would recognize a straight-line total lease expense. The guidance is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the impact of this new standard.

In March 2016, the Financial Accounting Standards Board issued ASU 2016-09, “Improvements to Employee Share-Based Payments Accounting”. The amendments in this update address the simplification of several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2016. The Company is currently assessing the impact of this new standard.

4. SHARE CAPITAL

The Company paid quarterly cash dividends as follows:

	2016						2015
		Per Share			Total			Per Share			Total
1st Quarter	Cdn	$	0.0125	US	$	1,091	Cdn	$	0.0500	US	$	5,183
2nd Quarter			0.0125			1,151			0.0525			5,005
	Cdn	$	0.0250	US	$	2,242	Cdn	$	0.1025	US	$	10,188

The Company declared quarterly dividends as follows:

	2016			2015
1st Quarter	Cdn	$	0.0125	Cdn	$	0.0525
2nd Quarter			0.0125			0.0525

On February 10, 2016, the Company received regulatory approval to make a normal course issuer bid (“2016 NCIB”) through the facilities of the Toronto Stock Exchange. Under the 2016 NCIB, the Company is permitted to purchase up to 11,762,446 common shares. The NCIB commenced on February 12, 2016 and will expire on February 11, 2017. The Company repurchased 1,770,300 common shares under the NCIB during the six months ended June 30, 2016 for a total of $3,123.

The weighted average number of common shares outstanding used in the basic and diluted earnings per share (“EPS”) computation was:

	Three months ended June 30, 2016		Three months ended June 30, 2015		Six months ended June 30, 2016		Six months ended June 30, 2015
Basic weighted average common shares outstanding		119,255,090		120,747,848		119,768,540		120,610,828
Effect of options		—		1,770		—		37,167
Diluted weighted average common shares outstanding		119,255,090		120,749,618		119,768,540		120,647,995

For the three and six months ended June 30, 2016, the effect of stock options totaling 6,937,321 were anti-dilutive (three and six months ended June 30, 2015 – 8,425,570 and 8,424,570, respectively).

2016 Second Quarter Financial Results 6

NOTES

Wi-LAN Inc.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three and six months ended June 30, 2016 and 2015

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

5. FINANCIAL INSTRUMENTS

The Company’s loan receivable is a term loan facility which is collateralized by a general security agreement. Management does not expect the borrower to fail to meet its obligations.

Cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities are short-term financial instruments whose carrying value approximates their fair value. The Company minimizes credit risk on cash and cash equivalents and short-term financial instruments by transacting with only reputable financial institutions.

The Company considers the rates used to determine the carrying value of the patent finance obligations and loan receivable to be reflective of current rates and therefore their carrying value approximates their fair value.

6. COMMITMENTS AND CONTINGENCIES

In connection with the acquisition of certain patents and patent rights, the Company has agreed to future additional payments to the former owners of the respective patents or patent rights and contingent legal fee arrangements with certain law firms based on future revenues (as defined in the respective agreements) generated as a result of licensing the respective patents or patent portfolios. For the three and six months ended June 30, 2016 partner royalties and contingent legal fees totaled $797 and $2,725, respectively (three and six months ended June 30, 2015 – $121 and $776, respectively). As at June 30, 2016, the amount outstanding for partner royalties and contingent legal fees is $2,563.

7. RELATED-PARTY TRANSACTION

Dr. Michel Fattouche, a member of the Company’s Board of Directors, has provided consulting services to the Company. For the three and six months ended June 30, 2016, consulting services were Nil and $8, respectively (three and six months ended June 30, 2015 – $50 and $100, respectively) of which Nil remains outstanding as at June 30, 2016.

2016 Second Quarter Financial Results 7

Wi-LAN Inc.

303 Terry Fox Drive Suite 300

Ottawa, ON Canada

K2K 3J1

Tel:	1.613.688.4900
Fax:	1.613.688.4894
	www.wilan.com

2016 Second Quarter Financial Results

EX-99.3

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, James D. Skippen, President & Chief Executive Officer of Wi-LAN Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Wi-LAN Inc. (the “issuer”) for the interim period ended June 30, 2016.

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 report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance 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 – 2013 (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: 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 January 1, 2016 and ended on June 30, 2016 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 29, 2016

(signed) James D. Skippen

James D. Skippen

President & Chief Executive Officer

EX-99.4

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Shaun McEwan, Chief Financial Officer of Wi-LAN Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Wi-LAN Inc. (the “issuer”) for the interim period ended June 30, 2016.

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 report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance 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 – 2013 (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: 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 January 1, 2016 and ended on June 30, 2016 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 29, 2016

(signed) Shaun McEwan

Shaun McEwan

Chief Financial Officer