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<SEC-DOCUMENT>0001341004-06-000036.txt : 20060106
<SEC-HEADER>0001341004-06-000036.hdr.sgml : 20060106
<ACCEPTANCE-DATETIME>20060106165738
ACCESSION NUMBER:		0001341004-06-000036
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20060106
FILED AS OF DATE:		20060106
DATE AS OF CHANGE:		20060106

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RESEARCH IN MOTION LTD
		CENTRAL INDEX KEY:			0001070235
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE & TELEGRAPH APPARATUS [3661]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0228

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-29898
		FILM NUMBER:		06517105

	BUSINESS ADDRESS:	
		STREET 1:		295 PHILLIP ST
		STREET 2:		WATERLOO
		CITY:			ONTARIO CANADA
		STATE:			A6
		ZIP:			00000
		BUSINESS PHONE:		5198887465

	MAIL ADDRESS:	
		STREET 1:		295 PHILLIP STREET
		STREET 2:		WATERLOO, ONTARIO N2L 3W8
		CITY:			ONTARIO
		STATE:			A6
		ZIP:			N2L 3W8
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>rimform6k.txt
<DESCRIPTION>FORM 6-K
<TEXT>


===============================================================================

                       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,         January                             2006
                          ------------------------------     ----------------
Commission File Number    000-29898
                          ------------------------------     ----------------

                           Research In Motion Limited
- ------------------------------------------------------------------------------
                (Translation of registrant's name into English)

             295 Phillip Street, Waterloo, Ontario, Canada N2L 3W8
- ------------------------------------------------------------------------------
                    (Address of principal executive offices)

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

             Form 20-F                   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): ______

         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                              No  X
                 ------------------              ------------------

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



<PAGE>


                   DOCUMENTS INCLUDED AS PART OF THIS REPORT


     Document

         1           Consolidated financial statements and notes thereto for
                     the three and nine month periods ended November 26, 2005
                     and November 27, 2004, prepared in accordance with U.S.
                     generally accepted accounting principles.

         2           Management's discussion and analysis of financial
                     condition and results of operations for the three months
                     and nine months ended November 26, 2005 compared to the
                     three months and nine months ended November 27, 2004.

         3           CEO and CFO Form 52-109FT2 Certifications of Interim
                     Filings.

This Report on Form 6-K is incorporated by reference into: (i) the Registration
Statement on Form S-8 of the Registrant, which was originally filed with the
Securities and Exchange Commission on March 28, 2002 (File No. 333-85294); and
(ii) the Registration Statement on Form S-8 of the Registrant, which was
originally filed with the Securities and Exchange Commission on October 21,
2002 (File No. 333-100684).

<PAGE>


                                                                    DOCUMENT 1

<PAGE>


                             Research In Motion Limited
                       Incorporated under the Laws of Ontario
                  (United States dollars, in thousands)(unaudited)
                   Prepared in Accordance with U.S. GAAP (note 1)

<TABLE>
                            Consolidated Balance Sheets
<CAPTION>
                                                                                                        As at
                                                                                          November 26,         February 26,
                                                                                              2005                 2005
                                                                                        -----------------    -----------------
<S>                               <C>                                                        <C>                  <C>
Assets
 Current
  Cash and cash equivalents (note 6)                                                         $   733,111          $   610,354
  Short-term investments (note 6)                                                                181,537              315,495
  Trade receivables                                                                              275,593              210,459
  Other receivables                                                                               58,491               30,416
  Inventory (note 5)                                                                             111,878               92,489
  Restricted cash (note 10)                                                                      196,136              111,978
  Other current assets (note 9)                                                                   40,752               22,857
  Deferred income tax asset (note 11)                                                            129,380              150,200
                                                                                        -----------------    -----------------
                                                                                               1,726,878            1,544,248

Investments (note 6)                                                                             690,949              753,868

Capital assets (note 7)                                                                          297,263              210,112

Intangible assets (note 8)                                                                        70,106               83,740

Goodwill                                                                                          29,026               29,026
                                                                                        -----------------    -----------------
                                                                                             $ 2,814,222         $  2,620,994
                                                                                        =================    =================

Liabilities
 Current
  Accounts payable                                                                           $   130,764           $   68,464
  Accrued liabilities                                                                            135,013               87,133
  Accrued litigation and related expenses (note 10)                                              466,783              455,610
  Income taxes payable                                                                            85,415                3,149
  Deferred revenue                                                                                16,175               16,235
  Current portion of long-term debt                                                                  249                  223
                                                                                        -----------------    -----------------
                                                                                                 834,399              630,814

Long-term debt                                                                                     6,704                6,504
                                                                                        -----------------    -----------------
                                                                                                 841,103              637,318
                                                                                        -----------------    -----------------

Shareholders' Equity
Capital stock (note 3(a))
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 - 185,113,924 voting common shares (February 26, 2005 - 189,484,915)                    1,844,816            1,892,266
Retained earnings                                                                                129,674               94,181
Accumulated other comprehensive loss (note 9)                                                     (1,371)              (2,771)
                                                                                        -----------------    -----------------
                                                                                               1,973,119            1,983,676
                                                                                        -----------------    -----------------
                                                                                            $  2,814,222         $  2,620,994
                                                                                        =================    =================
</TABLE>

Commitments and contingencies (notes 10, 13, 15)
See notes to the consolidated financial statements.

On behalf of the Board:


Jim Balsillie                                              Mike Lazaridis
Director                                                   Director

<PAGE>

                           Research In Motion Limited
                (United States dollars, in thousands)(unaudited)
                 Prepared in Accordance with U.S. GAAP (note 1)

<TABLE>
                 Consolidated Statement of Shareholders' Equity

<CAPTION>
                                                                                             Accumulated Other
                                                                                 Retained      Comprehensive
                                                                Common Shares    Earnings      Income (loss)        Total
                                                            ---------------------------------------------------------------
<S>                                                              <C>            <C>              <C>            <C>
Balance as at February 26, 2005                                  $ 1,892,266    $   94,181       $     (2,771)  $ 1,983,676

Comprehensive income (loss):
    Net income                                                             -       363,724                  -       363,724
    Net change in unrealized gains on investments
      available for sale                                                   -             -             (4,126)       (4,126)
    Net change in derivative fair value during the period                  -             -             12,977        12,977
    Amounts reclassified to earnings during the period                     -             -             (7,451)       (7,451)

Shares issued:
    Exercise of stock options                                         15,490             -                  -        15,490
    Common shares repurchased pursuant to Common
      Share Repurchase Program                                       (62,981)     (328,231)                 -      (391,212)
    Issuance of restricted share units                                    41             -                  -            41
                                                            ---------------------------------------------------------------
Balance as at November 26, 2005                                  $ 1,844,816    $  129,674       $     (1,371)  $ 1,973,119
                                                            ===============================================================

</TABLE>

See notes to the consolidated financial statements.

<PAGE>

                           Research In Motion Limited
     (United States dollars, in thousands, except per share data)(unaudited)
                 Prepared in Accordance with U.S. GAAP (note 1)

<TABLE>
                      Consolidated Statements of Operations

<CAPTION>
                                                     For the Three Months Ended              For the Nine Months Ended
                                                    November 26,       November 27,        November 26,       November 27,
                                                       2005               2004                2005                2004
                                                 ----------------   -----------------   ----------------    ----------------
<S>                                                  <C>                 <C>               <C>                  <C>
Revenue                                              $   560,596         $   365,852       $  1,504,626         $   945,645

Cost of sales                                            247,851             174,557            672,649             461,036
                                                 ----------------   -----------------   ----------------    ----------------
Gross margin                                             312,745             191,295            831,977             484,609
                                                 ----------------   -----------------   ----------------    ----------------
Expenses

  Research and development                                41,567              27,137            113,778              72,104
  Selling, marketing and administration (note 4)          83,965              49,297            219,099             134,135
  Amortization                                            12,797               8,337             34,629              26,827
  Litigation (note 10)                                    26,176              24,551             39,291              58,434
                                                 ----------------   -----------------   ----------------    ----------------
                                                         164,505             109,322            406,797             291,500
                                                 ----------------   -----------------   ----------------    ----------------
Income from operations                                   148,240              81,973            425,180             193,109

Investment income                                         17,483              10,133             46,999              25,181
                                                 ----------------   -----------------   ----------------    ----------------

Income before income taxes                               165,723              92,106            472,179             218,290
                                                 ----------------   -----------------   ----------------    ----------------
Provision for income taxes (note 11)
  Current                                                 75,929               1,711             85,240               2,330
  Deferred                                               (30,355)                  -             23,215                   -
                                                 ----------------   -----------------   ----------------    ----------------
                                                          45,574               1,711            108,455               2,330
                                                 ----------------   -----------------   ----------------    ----------------
Net income                                           $   120,149          $   90,395        $   363,724         $   215,960
                                                 ================   =================   ================    ================

Earnings per share (note 12)

  Basic                                               $     0.63          $     0.48         $     1.91          $     1.15
                                                 ================   =================   ================    ================
  Diluted                                             $     0.61          $     0.46         $     1.84          $     1.10
                                                 ================   =================   ================    ================

</TABLE>

See notes to the consolidated financial statements.

<PAGE>

                           Research In Motion Limited
                (United States dollars, in thousands)(unaudited)
                 Prepared in Accordance with U.S. GAAP (note 1)

<TABLE>
                      Consolidated Statements of Cash Flows

<CAPTION>
                                                         For the Three Months Ended          For the Nine Months Ended
                                                        November 26,      November 27,      November 26,     November 27,
                                                           2005              2004             2005               2004
                                                      ---------------   ---------------  ----------------   ----------------
<S>                                                       <C>               <C>              <C>                <C>
Cash flows from operating activities

Net income                                                $  120,149        $   90,395       $   363,724        $   215,960

Items not requiring an outlay of cash:

  Amortization                                                21,464            15,741            60,657             50,535
  Deferred income taxes                                      (32,818)                -            16,103                  -
  Issuance of restricted share units                              41                 -                41                  -
  Gain on disposal of capital assets                             (20)                -               (18)                 -
  Loss (gain) on foreign currency translation of
    long-term debt                                                19               (15)               63                 17
  Unrealized foreign exchange loss                               295               482               295                482

Net changes in working capital items (note 16)                39,156           (33,833)           17,113            (76,982)
                                                      ---------------   ---------------  ----------------   ----------------
                                                             148,286            72,770           457,978            190,012
                                                      ---------------   ---------------  ----------------   ----------------

Cash flows from financing activities

Issuance of share capital                                      3,896            17,958            15,490             49,706
Common shares repurchased pursuant to Common
  Share Repurchase Program                                  (391,212)                -          (391,212)                 -
Repayment of long-term debt                                      (58)              (51)             (168)              (146)
                                                      ---------------   ---------------  ----------------   ----------------
                                                            (387,374)           17,907          (375,890)            49,560
                                                      ---------------   ---------------  ----------------   ----------------

Cash flows from investing activities

Acquisition of investments                                   (40,840)         (134,628)          (91,772)          (562,990)
Proceeds on sale or maturity of investments                    9,022             3,861            36,513             13,924
Acquisition of capital assets                                (43,619)          (25,252)         (130,591)           (62,163)
Acquisition of intangible assets                              (7,396)           (5,827)          (17,342)           (14,275)
Acquisition of subsidiary                                          -                 -            (3,795)            (2,149)
Acquisition of short-term investments                        (70,625)          (25,000)         (184,101)          (202,022)
Proceeds on sale and maturity of short-term
  investments                                                 42,562            31,485           432,052             43,485
                                                      ---------------   ---------------  ----------------   ----------------
                                                            (110,896)         (155,361)           40,964           (786,190)
                                                      ---------------   ---------------  ----------------   ----------------

Effect of foreign exchange on cash and cash
  equivalents                                                   (295)             (482)             (295)              (482)
                                                      ---------------   ---------------  ----------------   ----------------
Net increase (decrease) in cash and cash
  equivalents for the period                                (350,279)          (65,166)          122,757           (547,100)

Cash and cash  equivalents, beginning of period            1,083,390           674,485           610,354          1,156,419
                                                      ---------------   ---------------  ----------------   ----------------
Cash and cash  equivalents, end of period                 $  733,111        $  609,319       $   733,111        $   609,319
                                                      ===============   ===============  ================   ================

</TABLE>

<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and 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 26, 2005, which have been prepared in accordance with
     U.S. GAAP. A separate set of consolidated financial statements for the
     year ended February 26, 2005 were also prepared under Canadian GAAP. In
     the opinion of management, all normal recurring adjustments considered
     necessary for fair presentation have been included in these financial
     statements. Operating results for the three and nine months ended November
     26, 2005 are not necessarily indicative of the results that may be
     expected for the full year ending March 4, 2006.

     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 year
     ending March 4, 2006 comprises 53 weeks compared to 52 weeks for the
     fiscal year ended February 25, 2005.


2.   RECENTLY ISSUED PRONOUNCEMENTS

(a)  Stock-Based Compensation

     On December 16, 2004, the Financial Accounting Standards Board ("FASB")
     issued amended Statement of Financial Accounting Standard ("SFAS") 123
     ("SFAS 123(R)") Accounting for Share-Based Payment. SFAS 123(R) requires
     all companies to use a fair-value based method of accounting for
     stock-based compensation, and is in effect for all interim periods
     beginning after June 15, 2005. SFAS 123(R) requires that all companies
     adopt either the modified prospective transition ("MPT") or modified
     retrospective transition ("MRT") method. Stock-based compensation expense
     calculated using the MPT approach would be recognized on a prospective
     basis in the financial statements over the requisite service period, while
     the MRT method allows a restatement of prior periods for amounts
     previously recorded as proforma expense. On April 14, 2005, the U.S.
     Securities and Exchange Commission announced that it would provide for a
     phased-in implementation process for SFAS 123(R). As previously disclosed,
     the Company will now be required to adopt a fair-value based method to
     account for stock-based compensation expense in the first quarter of
     fiscal 2007.

(b)  Accounting Changes and Error Corrections

     In May 2005, the FASB issued SFAS 154 Accounting Changes and Error
     Corrections. SFAS 154 completely replaces Accounting Principles Board
     ("APB") Opinion 20 ("APB 20") and SFAS 3, with many of those provisions
     being carried forward without change. If practical, SFAS 154 requires
     retrospective application to prior year's financial statements for a
     voluntary change in accounting principle. In addition, SFAS 154 also
     requires that a change in depreciation method for long-lived non-financial
     assets be accounted for as a change in estimate, as opposed to a change in
     accounting principle under APB 20. The standard is effective for fiscal
     years beginning after December 15, 2005.

                                       1
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


3.   CAPITAL STOCK

<TABLE>
(a)  Capital Stock

<CAPTION>
                                                                           Shares
                                                                         Outstanding         Amount
                                                                      ------------------------------------

                                                                           (000's)
     <S>                                                                     <C>           <C>
     Common shares outstanding - February 26, 2005                           189,485       $ 1,892,266

     Exercise of stock options                                                 1,949            15,490
     Common shares repurchased pursuant to Common Share
       Repurchase Program                                                     (6,320)          (62,981)
     Issuance of restricted share units                                            -                41
                                                                   ------------------------------------

     Common shares outstanding - November 26, 2005                           185,114       $ 1,844,816
                                                                   ====================================
</TABLE>

     During the third quarter of fiscal 2006, there were 409,915 stock options
     exercised.

     The Company had 185.2 million voting common shares outstanding, 9.8
     million options to purchase voting common shares outstanding and 7,800
     restricted share units outstanding as at December 31, 2005.

     On October 11, 2005, the Company's Board of Directors approved the
     repurchase by the Company, from time to time, on the NASDAQ National
     Market, of up to an aggregate of 9.5 million common shares over the next
     12 months. This represents approximately 5% of the Company's outstanding
     shares.

     During the third quarter of fiscal 2006, the Company repurchased 6.3
     million common shares pursuant to the Common Share Repurchase Program at a
     cost of $391,212. The amount paid in excess of the per share paid-in
     capital of the common shares of $328,231 was charged to retained earnings.
     All common shares repurchased by the Company pursuant to the Common Share
     Repurchase Program have been cancelled.

(b)  Stock-based compensation plans (000's)

     Stock Option Plan
     The Company has an incentive stock option plan for directors, officers and
     employees of the Company or its subsidiaries. The stock option exercise
     price is equal to the fair market value of the Company's common shares at
     the date of grant. These options generally vest over a period of five
     years and are exercisable for a maximum of ten years from the grant date.

     The total number of options outstanding as at November 26, 2005 were 9.9
     million (February 26, 2005 - 11.2 million).

     Restricted Share Unit Plan (the "RSU Plan")
     At the Company's 2005 Annual General Meeting on July 18, 2005,
     shareholders approved the establishment of the RSU Plan. The eligible
     participants under the RSU Plan include any officer or employee of the
     Company or its subsidiaries. The RSU Plan received regulatory approval in
     August 2005.

                                       2
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


     RSU's are redeemed for either common shares issued from treasury, common
     shares purchased on the open market or the cash equivalent on the vesting
     dates established by the Company. Compensation expense will be recognized
     upon issuance of RSU's over the vesting period.

     The Company issued 7,800 RSU's in the three month period ended November
     26, 2005 and the total number of RSU's outstanding as at November 26, 2005
     was 7,800 (February 26, 2005 - nil).


(c)  Stock-based compensation

     As permitted under U.S. GAAP, specifically APB Opinion 25, Accounting for
     Stock Issued to Employees, the Company recognizes stock-based compensation
     expense when stock options are issued with an exercise price that is less
     than the market price on the date of grant of the option. The difference
     between the exercise price and the market price on the date of the grant
     is recorded as compensation expense ("intrinsic value method"). The
     exercise price of options granted by the Company is the market value of
     the underlying stock at the date of grant; consequently, no compensation
     expense is recognized at the time the option is granted.

     SFAS 123, Accounting for Stock-Based Compensation, requires proforma
     disclosures of net income and earnings per share, as if a fair value
     method, as opposed to the intrinsic value method of accounting for
     employee stock options, had been applied. The disclosures in the following
     table present the Company's net income and earnings per share on a
     proforma basis using a fair value method as determined using the
     Black-Scholes option-pricing model:

<TABLE>
<CAPTION>
                                                             For the three months ended          For the nine months ended
                                                         ----------------------------------------------------------------------
                                                              November 26,     November 27,      November 26,     November 27,
                                                                 2005              2004             2005              2004
                                                         ----------------------------------------------------------------------
     <S>                                                        <C>               <C>              <C>               <C>
     Net income - as reported                                   $  120,149        $  90,395        $  363,724        $ 215,960
     Stock-based compensation expense for the period,
       net of tax                                                    5,617            4,239            17,778           16,105
                                                         ----------------------------------------------------------------------
     Net income - proforma                                      $  114,532        $  86,156        $  345,946        $ 199,855
                                                         ======================================================================

     Weighted-average number of shares outstanding
       (000's) - basic                                             189,341          188,284           190,112          187,141

     Effect of dilutive securities: Employee stock
       options                                                       6,232            8,958             6,229            8,197
                                                         ----------------------------------------------------------------------

     Weighted-average number of shares and assumed
       conversions - diluted                                       195,573          197,242           196,341          195,338
                                                         ======================================================================

     Proforma earnings per share
       Basic                                                      $   0.60         $   0.46         $    1.82         $   1.07
       Diluted                                                    $   0.59         $   0.44         $    1.76         $   1.02

</TABLE>

                                       3
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


     The weighted average fair value of stock options granted during the
     quarter was calculated using the Black-Scholes option-pricing model with
     the following assumptions:

<TABLE>
<CAPTION>
                                                       For the three months ended          For the nine months ended
                                                  -----------------------------------------------------------------------
                                                        November 26,     November 27,      November 26,     November 27,
                                                           2005             2004              2005             2004
                                                  -----------------------------------------------------------------------
     <S>                                                  <C>               <C>               <C>              <C>
     Weighted average Black-Scholes value of
       each stock option                                  $   36.07         $   37.22         $   36.92        $   28.21

     Assumptions:
       Risk free interest rates                                 4.0%              3.0%              4.0%             3.3%
       Expected life in years                                   4.0               4.0               4.0              4.0
       Expected dividend yield                                    0%                0%                0%               0%
       Volatility                                                65%               70%               65%              70%

</TABLE>

4.   FOREIGN EXCHANGE GAINS AND LOSSES

     Selling, marketing and administration expense for the first nine months of
     fiscal 2006 includes $2.2 million with respect to a foreign exchange loss
     (2005 - foreign exchange gain of $1.6 million). The Company is exposed to
     foreign exchange fluctuations as a result of transactions in currencies
     other than its U.S. dollar functional currency.


5.   INVENTORY

     Inventory is comprised as follows:

<TABLE>
<CAPTION>
                                                              November 26,       February 26,
                                                                 2005                2005
                                                          ------------------------------------
     <S>                                                         <C>               <C>
     Raw materials                                               $  93,436         $   78,080
     Work in process                                                23,428             11,282
     Finished goods                                                  2,363              9,868
     Provision for excess and obsolete inventory                    (7,349)            (6,741)
                                                          ------------------------------------
                                                                 $ 111,878         $   92,489
                                                          ====================================
</TABLE>


6.   SHORT-TERM INVESTMENTS AND INVESTMENTS

     Short-term investments consist of liquid investments with remaining
     maturities of between three months and one year. Investments with
     maturities in excess of one year are classified as non-current
     investments. In the event of a decline in value, which is other than
     temporary, the investments are written down to estimated realizable value.

     During fiscal 2005, the Company reviewed its intent to continue to hold
     certain investments previously classified as held-to-maturity and

                                       4
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


     determined this intent was no longer present. These investments were
     reclassified as available-for-sale, and prior period carrying values were
     adjusted to reflect these securities as available-for-sale since
     acquisition. Investments designated as available-for-sale are carried at
     fair value with any resulting unrealized gains or losses included in other
     comprehensive income (see note 9).

     Cash equivalents are highly liquid investments with maturities of three
     months or less at the date of acquisition and are carried at cost plus
     accrued interest, which approximates their fair value.


7.   CAPITAL ASSETS

     Capital assets are comprised of the following:

<TABLE>
<CAPTION>
                                                                                     November 26, 2005
                                                                   -------------------------------------------------------
                                                                                          Accumulated         Net book
                                                                           Cost           amortization          value
                                                                   -------------------------------------------------------
     <S>                                                                   <C>                <C>               <C>
     Land                                                                  $  15,648          $       -         $  15,648
     Buildings, leaseholds and other                                         127,076             17,655           109,421
     BlackBerry operations and other information
       technology                                                            195,931            102,736            93,195
     Manufacturing equipment, research and development
       equipment, and tooling                                                 80,803             40,217            40,586
     Furniture and fixtures                                                   64,513             26,100            38,413
                                                                   -------------------------------------------------------
                                                                           $ 483,971          $ 186,708         $ 297,263
                                                                   =======================================================

     <CAPTION>
                                                                                     February 26, 2005
                                                                   -------------------------------------------------------
                                                                                          Accumulated         Net book
                                                                           Cost           amortization          value
                                                                   -------------------------------------------------------
     <S>                                                                   <C>                  <C>             <C>
     Land                                                                  $   8,850            $     -         $   8,850
     Buildings, leaseholds and other                                         109,654             14,016            95,638
     BlackBerry operations and other information
       technology                                                            135,352             75,495            59,857
     Manufacturing equipment, research and development
       equipment, and tooling                                                 60,222             33,175            27,047
     Furniture and fixtures                                                   40,553             21,833            18,720
                                                                   -------------------------------------------------------
                                                                          $  354,631         $  144,519        $  210,112
                                                                   =======================================================
</TABLE>


                                       5
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


8.   INTANGIBLE ASSETS

     Intangible assets comprise the following:

                                            November 26, 2005
                            ----------------------------------------------------
                                                 Accumulated        Net book
                                    Cost         amortization         value
                            ----------------------------------------------------

     Acquired technology           $  18,373         $   8,558        $   9,815
     Licences                         67,347            44,136           23,211
     Patents                          44,430             7,350           37,080
                            ----------------------------------------------------
                                   $ 130,150         $  60,044        $  70,106
                            ====================================================


                                            February 26, 2005
                            ----------------------------------------------------
                                                  Accumulated        Net book
                                    Cost          amortization         value
                            ----------------------------------------------------

     Acquired technology          $   12,151         $   6,045        $   6,106
     Licences                         86,352            31,107           55,245
     Patents                          28,082             5,693           22,389
                            ----------------------------------------------------
                                  $  126,585         $  42,845        $  83,740
                            ====================================================

                                       6
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


9.   COMPREHENSIVE INCOME

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

<TABLE>
<CAPTION>
                                                                                                 For the three months ended
                                                                                              ---------------------------------
                                                                                               November 26,     November 27,
                                                                                                   2005             2004
                                                                                              ---------------------------------
     <S>                                                                                            <C>              <C>
     Net income                                                                                     $ 120,149        $  90,395
     Net change in unrealized losses on available-for-sale investments                                 (2,586)          (6,252)
     Net change in derivative fair value during the period, net of income taxes of
       $1,882 (November 27, 2004 - $nil)                                                                3,553           25,621
     Amounts reclassified to earnings during the period, net of income tax recovery
       of $661 (November 27, 2004 - $nil)                                                              (1,248)          (3,002)
                                                                                              ---------------------------------
     Comprehensive income                                                                           $ 119,868       $  106,762
                                                                                              =================================

     <CAPTION>
                                                                                                 For the nine months ended
                                                                                              --------------------------------
                                                                                                November 26,    November 27,
                                                                                                    2005            2004
                                                                                              --------------------------------
     <S>                                                                                            <C>              <C>
     Net income                                                                                     $ 363,724       $  215,960
     Net change in unrealized losses on available-for-sale investments                                 (4,126)          (7,393)
     Net change in derivative fair value during the period, net of income
       taxes of $6,871 (November 27, 2004 - $nil)                                                      12,977           30,474
     Amounts reclassified to earnings during the period, net of income tax
       recovery of $3,946 (November 27, 2004 - $nil)                                                   (7,451)          (6,194)
                                                                                              --------------------------------
     Comprehensive income                                                                           $ 365,124       $  232,847
                                                                                              ================================
</TABLE>


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

<TABLE>
<CAPTION>
                                                                                                November 26,    February 26,
                                                                                                    2005            2005
                                                                                              ---------------------------------
     <S>                                                                                            <C>             <C>
     Accumulated net unrealized losses on available-for-sale investments                            $ (16,471)      $  (12,345)
     Accumulated net unrealized gains on derivative instruments                                        15,100            9,574
                                                                                              ---------------------------------
     Total accumulated other comprehensive income (loss)                                            $  (1,371)      $   (2,771)
                                                                                              =================================
</TABLE>

     The fair value of derivative instruments of $23.2 million (February 26,
     2005 - $14.6 million) is included in Other current assets on the
     Consolidated Balance Sheets.

                                       7
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


10. LITIGATION

     As has been more fully disclosed in the Company's annual consolidated
     financial statements and notes for the fiscal years ended February 26,
     2005, February 28, 2004 and March 1, 2003, the Company is the defendant in
     a patent litigation matter brought by NTP, Inc. ("NTP") alleging that the
     Company infringed on eight of NTP's patents.

     The matter went to trial in 2002 in the United States District Court for
     the Eastern District of Virginia (the "District Court"), and the jury
     issued a verdict in favour of NTP on November 21, 2002, finding that
     certain of the products and services that the Company sells in the United
     States infringe on five of NTP's patents. As a result, the jury awarded
     damages based upon its assessment of the estimated income derived from
     certain of the Company's revenues that were considered "infringing
     revenues".

     On August 5, 2003, the District Court ruled on NTP's request for an
     injunction with respect to RIM continuing to sell BlackBerry devices,
     software and service in the United States and entered judgment with
     respect to several previously announced monetary awards issued in favor of
     NTP. The District Court granted NTP the injunction requested; however, the
     District Court then immediately granted RIM's request to stay the
     injunction sought by NTP pending the completion of RIM's appeal. On June
     7, 2004, the Company and NTP each made oral submissions before the Court
     of Appeals for the Federal Circuit (the "CAFC").

     On December 14, 2004, the CAFC ruled on the appeal by the Company of the
     District Court's judgment. The CAFC concluded that the District Court
     erred in construing the claim term "originating processor", which appears
     in five of sixteen claims within NTP's patents, but did not err in
     construing any of other claim terms on appeal and affirmed the remainder
     of the District Court's claim constructions. The CAFC further concluded
     that the District Court correctly found infringement under 35 U.S.C.
     section 271(a), correctly denied the Company's motion for judgment as a
     matter of law and did not abuse its discretion in three of its evidentiary
     rulings.

     The CAFC December 2004 decision would remand to the District Court the
     questions of whether and to what extent the jury verdict of infringement
     should be set aside, based on the prejudicial effect, if any, of the
     District Court's erroneous claim construction of the term "originating
     processor". The CAFC ordered that should such prejudicial effect be shown,
     and because the jury verdict did not specify the amount of infringing
     sales attributed to each individual patent claim, or the specific devices
     and services determined by the jury to infringe each separately asserted
     claim, the District Court on remand will also have to determine the effect
     of any alteration of the jury verdict on the District Court's damage award
     and on the scope of the District Court's injunction. Accordingly, the CAFC
     decision would vacate the District Court's judgment and the injunction,
     and remand the case to the District Court for further proceedings
     consistent with the CAFC's ruling. As a result, the CAFC would
     affirm-in-part, vacate-in-part and remand certain matters for further
     proceedings. The Company filed a petition for rehearing.

     During the fourth quarter of fiscal 2005, the Company and NTP entered into
     settlement negotiations, which concluded with the parties jointly
     announcing the signing of a binding Term Sheet on March 16, 2005, that
     resolved all current litigation between them. As part of the resolution,
     NTP granted RIM and its customers an unfettered right to continue its
     BlackBerry-related wireless business without further interference from NTP
     or its patents. This resolution related to all NTP patents involved in the
     current litigation as well as all current and future NTP patents. The
     resolution covered all of RIM's past and future products, services and
     technologies and also covered all customers and providers of RIM products
     and services, including wireless carriers, distributors, suppliers and
     independent software vendor ("ISV") partners. Under the terms of the
     resolution, RIM would have the right to grant sublicenses under the NTP

                                       8
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


     patents to anyone for products or services that interface, interact or
     combine with RIM's products, services or infrastructure. The resolution
     permitted RIM and its partners to sell its products, services and
     infrastructure completely free and clear of any claim by NTP, including
     any claims that NTP may have against wireless carriers, ISV partners or
     against third party products that use RIM's BlackBerry Connect/BlackBerry
     Built-In technology. The parties announced that RIM would pay to NTP $450
     million in final and full resolution (the "resolution amount") of all
     claims to date against RIM, as well as for a fully-paid up license (the
     "NTP license") going forward. As discussed below, due to an impasse in the
     process of finalizing a definitive licensing and settlement agreement, RIM
     subsequently took action to enforce the Term Sheet. On November 30, 2005,
     the District Court ruled that the Term Sheet was not enforceable. See
     management's discussion below of the impact of the November 30, 2005
     ruling on the Company's accounting for the litigation.

     During the fourth quarter of fiscal 2005, the Company recorded an
     incremental expense of $294.2 million to adjust the total NTP provision to
     the resolution amount plus current and estimated legal, professional and
     other fees, less the previous cumulative quarterly provisions for enhanced
     compensatory damages, prejudgment interest, plaintiff's attorney fees,
     estimated postjudgment interest, and current and estimated future costs
     with respect to legal and other professional fees, and the acquisition of
     a $20 million intangible asset.

     As noted above, on June 9, 2005, RIM announced that, due to an impasse in
     the process of finalizing a definitive licensing and settlement agreement
     with NTP, RIM would take court action to enforce the binding Term Sheet
     agreed upon and jointly announced by RIM and NTP on March 16, 2005. In
     order to enforce the Term Sheet, RIM filed a Motion to Stay Appeal and
     Remand for Enforcement of Settlement Agreement, which requested that the
     CAFC stay the appeal and remand to the District Court to enforce the Term
     Sheet.

     On June 10, 2005, NTP filed its Response with the CAFC, in which it
     opposed RIM's motion and alleged there was, and is, no settlement
     agreement reached by the parties. NTP's Response asked the CAFC to dispose
     of RIM's petition for rehearing, and remand the patent dispute to the
     District Court for the further proceedings contemplated in the CAFC's
     December 14, 2004 decision. On June 13, 2005, RIM filed its Reply with the
     CAFC.

     During the first quarter of fiscal 2006, the Company recorded an expense
     of $6.5 million to account for incremental current and estimated future
     legal and professional fees.

     On August 2, 2005, the CAFC issued a ruling that denied RIM's motion to
     stay the appeal and to remand the case to the District Court to enforce
     the settlement terms. The CAFC was not asked to and did not rule on the
     enforcement of the settlement and therefore the effect of this ruling was
     to leave matters relating to the enforcement of the settlement to be
     decided by the District Court.

     In addition to the denial of the stay motion, the CAFC also issued a
     ruling on the appeal proceedings on August 2, 2005. In January 2005, RIM
     had petitioned the CAFC for a rehearing of the CAFC's initial December 14,
     2004 ruling by the three-judge panel and/or en banc review by all active
     judges of the CAFC. In its August 2, 2005 ruling, the CAFC granted RIM's
     petition for rehearing by the three-judge panel, thereby rendering moot
     the petition for en banc review. In its ruling, the three-judge panel of
     the CAFC formally withdrew its original decision of December 14, 2004, and
     replaced it with a new decision.

     At trial in the District Court in 2002, NTP had successfully asserted 16
     claims of five patents against RIM. The August 2, 2005 CAFC decision
     reversed the District Court's ruling of infringement on six of the 16
     claims, and found that RIM does not infringe those six claims, which
     removes one of the five patents from the case. Consistent with its prior
     ruling, the CAFC also vacated the District Court's finding of infringement

                                       9
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


     of an additional three of the 16 patent claims because the District Court
     erred in construing their scope, and remanded to the District Court for
     further proceedings based on the new claim construction. Infringement of
     the remaining seven claims contained in the four remaining NTP patents was
     affirmed in the August 2, 2005 ruling.

     Consistent with its December 2004 ruling, the CAFC also vacated the
     damages award and injunction imposed by the District Court and ordered
     further proceedings.

     On August 16, 2005, RIM petitioned the CAFC for a rehearing of the CAFC's
     August 2, 2005 ruling as to the affirmed patent claims by the three-judge
     panel and/or en banc review by all active judges of the CAFC. The CAFC
     requested that NTP file a response. NTP filed a response on August 31,
     2005.

     During the second quarter of fiscal 2006, the Company recorded an expense
     of $6.6 million to account for incremental current and estimated future
     legal and professional fees.

     On October 7, 2005, the CAFC denied RIM's petition to rehear the
     three-judge panel decision that was issued on August 2, 2005. On October
     21, 2005, the CAFC denied RIM's motion to stay further proceedings in the
     case until the Supreme Court decides whether it will accept an appeal of
     the decision in this case, and ordered that its mandate remanding the case
     to the District Court be effective on October 21, 2005. On October 26,
     2005, the Supreme Court denied RIM's motion to stay further proceedings in
     the case until it decides whether it will accept an appeal of the decision
     in the case.

     On November 9, 2005, the District Court issued a Scheduling Order in which
     it determined that it would review matters in the following order: the
     enforceability of the Term Sheet, the Company's request for a stay of the
     judicial proceedings until completion of the re-examination proceedings in
     the U.S. Patent & Trademark Office (the "Patent Office"), and thereafter
     the remand issues. As noted above, on November 30, 2005, the District
     Court issued two rulings in the patent litigation between the Company and
     NTP. The District Court ruled that the Term Sheet entered between the
     parties in March 2005 to settle the litigation was not an enforceable
     agreement. Other details of the ruling were filed under seal by the
     District Court, therefore RIM cannot comment further on the details of the
     decision. The District Court also denied RIM's motion to stay further
     proceedings in the case until the Patent Office reaches a final
     determination in its re-examination of the NTP patents. As a result of the
     rulings, further proceedings will continue in the District Court. See
     management's discussion below of the impact of the November 30, 2005
     ruling on the Company's accounting for the litigation.

     On December 9, 2005, RIM filed a request that the Supreme Court accept an
     appeal of the CAFC's August 2, 2005 decision in relation to its
     affirmation of infringement on seven litigated patent claims. NTP filed an
     opposition to RIM's Petition for a Writ of Certiorari on December 23, 2005
     and RIM filed its Reply Brief to NTP's opposition on January 3, 2006.

     On December 16, 2005, the District Court issued a Scheduling Order which
     required initial briefs on the remand issues filed by both parties by
     January 17, 2006, with responses by both parties due by February 1, 2006.
     The District Court also granted the U.S. Department of Justice ("DOJ")
     leave to file a brief addressing the scope and timing of implementing an
     injunction if one were granted. A hearing date has not yet been scheduled
     by the District Court.

     During the upcoming proceedings, the District Court will be asked to
     decide a variety of matters relating to the litigation, including the
     impact of the CAFC's reversal of infringement findings on issues of
     liability and damages. RIM also expects NTP to ask the District Court to
     enter a new injunction prohibiting RIM from providing BlackBerry service
     and from using, selling, manufacturing or importing its devices and

                                      10
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


     software in the United States. The District Court is expected to schedule
     a hearing prior to deciding each of these matters.

     As noted above, RIM has filed a request that the Supreme Court accept an
     appeal of the CAFC's August 2, 2005 decision in relation to its
     affirmation of infringement on seven litigated patent claims. NTP filed an
     opposition to RIM's Petition for a Writ of Certiorari on December 23, 2005
     and RIM filed its Reply Brief to NTP's opposition on January 3, 2006.
     While further review by the Supreme Court is generally uncommon, RIM
     continues to believe this case raises significant national and
     international issues warranting further appellate review.

     As a contingency, RIM has also been preparing software workaround designs
     which it intends to implement if necessary to maintain the operation of
     BlackBerry services in the United States if an injunction is granted to
     NTP. While RIM believes that the software workaround designs do not
     infringe on NTP's patents, it will ultimately be up to the courts to
     determine whether this is the case, and the Company cannot provide any
     assurance in this regard. If an injunction is granted to NTP and RIM is
     not able to promptly vacate, stay or overturn the injunction, provide
     services or products outside the scope of the NTP patents, or enter into a
     license with NTP on reasonable terms: (a) RIM may be unable to continue to
     export or make available for sale its wireless devices and software into
     the United States and/or make available BlackBerry service to users in the
     United States, which is the largest market for RIM's products and
     services; and (b) the Company may have to terminate the contractual
     arrangements with its customers, carriers and resellers in the United
     States, and the Company could be subject to claims for any losses incurred
     or claims against such customers, carriers and resellers. The costs
     related to implementing software workaround solutions as well as other
     potential losses from an injunction would be material to the Company's
     operating results and financial position.

     During the third quarter of fiscal 2006, the Company recorded an expense
     of $26.2 million to account for incremental current and estimated future
     legal and professional fees in the amount of $7.9 million as well as an
     accrual in the amount of $18.3 million to write-off the intangible asset
     following the November 30, 2005 ruling.

     As at the end of the Company's current fiscal period, the amount of
     further loss, if any, was not reasonably determinable given the inherent
     uncertainty of the outcome of the litigation and the application of
     judicial discretion. The litigation accrual of $450 million, which amount
     had previously been agreed to by the parties to settle the dispute,
     represents the Company's best current estimate as to the litigation
     expense relating to this matter based on current knowledge and
     consultation with legal counsel. Consequently, no additional amounts, from
     those described above, have been provided for as NTP litigation expenses
     as at November 26, 2005. The actual resolution of the NTP matter may
     materially differ from the provisions recorded as at November 26, 2005 as
     a result of future rulings by the courts, a settlement between the parties
     or implementation of workaround solutions, therefore potentially causing
     future quarterly or annual financial results to be materially affected,
     either adversely or favorably. The Company would therefore be required at
     that time to make additional significant adjustments for such legal
     proceedings or a settlement amount in the event of further developments or
     resolution in this matter, consistent with U.S. GAAP.


11. INCOME TAXES

     For the first nine months of fiscal 2006, the Company's net income tax
     expense was $108.5 million or a net effective tax rate of 23.0%. During
     the first quarter of fiscal 2006, the tax provision was reduced by $27.0
     million as a result of the Company realizing incremental cumulative
     investment tax credits ("ITCs") attributable to prior fiscal years. This
     resulted in a reduction of 5.7% in the expected tax provision for the
     first nine months of fiscal 2006. ITCs are generated as a result of the
     Company incurring eligible scientific research and experimental
     development ("SR&ED") expenditures, which, under the "flow-through"
     method, are credited as a recovery of income tax expense. The Company

                                      11
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


     recorded this $27.0 million reduction in its deferred income tax provision
     as a result of a favourable tax ruling. The tax ruling determined that
     stock option benefits are considered eligible SR&ED expenditures.

     The deferred tax asset on the balance sheet relates primarily to the NTP
     matter and the November 30, 2005 District Court ruling that the Term Sheet
     is not binding and therefore the litigation accrual is not currently
     deductible for income tax purposes. See Note 10 for further details on the
     NTP Matter.

     The Company has not recorded a valuation allowance against its deferred
     tax assets (February 26, 2005 - $nil).

     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.


12. EARNINGS PER SHARE

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

<TABLE>
<CAPTION>
                                                              For the three months ended           For the nine months ended
                                                       ------------------------------------------------------------------------
                                                             November 26,      November 27,      November 26,     November 27,
                                                                2005              2004              2005             2004
                                                       ------------------------------------------------------------------------
    <S>                                                         <C>               <C>               <C>              <C>
    Net income for basic and diluted earnings per
      share available to commons stockholders                   $ 120,149         $  90,395         $ 363,724        $ 215,960
                                                       ========================================================================

    Weighted-average number of shares
      outstanding (000's) - basic                                 189,341           188,284           190,112          187,141

    Effect of dilutive securities: Employee stock
      options                                                       6,998             9,541             7,058            9,021
                                                       ------------------------------------------------------------------------

    Weighted-average number of shares and
      assumed conversions - diluted                               196,339           197,825           197,170          196,162
                                                       ========================================================================

    Earnings per share  - reported
      Basic                                                     $    0.63         $    0.48          $   1.91         $   1.15
      Diluted                                                   $    0.61         $    0.46          $   1.84         $   1.10

</TABLE>


                                      12
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


13.  COMMITMENTS AND CONTINGENCIES

(a)  Credit Facility

     The Company has a $70 million Letter of Credit Facility ("the Facility")
     with a Canadian financial institution and previously utilized $48 million
     of the Facility in order to secure the Company's liability and funding
     obligation in the NTP matter as described below and in note 10. The
     Company has utilized an additional $5.6 million of the Facility to secure
     other operating and financing requirements. As at November 26, 2005, $16.4
     million of the Facility was unused. The Company has pledged specific
     investments as security for this Facility.

     During fiscal 2004 and pending the completion of the appeals process, the
     Company, with the approval of the Court, posted a Standby Letter of Credit
     ("LC") in the amount of $48 million so as to guarantee the monetary
     damages of the Court's Final Order in the NTP matter. The LC amount of $48
     million excludes the fiscal 2004, 2005 and 2006 quarterly deposit
     obligations being funded into the escrow bank account, which are both
     shown as Restricted cash on the Company's Consolidated Balance Sheets.

     The Company has additional credit facilities in the amount of $17.1
     million to support and secure other operating and financing requirements;
     as at November 26, 2005, $15.8 million of these facilities were unused. A
     general security agreement and a general assignment of book debts have
     been provided as collateral for these facilities.

(b)  Other Litigation

     RIM received a letter in the first quarter of fiscal 2004 wherein Inpro II
     Licensing S.a.r.l. ("Inpro II") suggested that RIM may require a license
     of two patents held by Inpro II. In November 2003, Inpro II filed an
     action in the U.S. District Court for the District of Delaware (the
     "Action") asserting US Patent No. 6,523,079 (the "Patent") against both
     RIM and one of its customers. In very general terms, the Patent relates to
     electronic devices having user-operable input means such as a thumb wheel.
     Inpro II sought a preliminary and permanent injunction and an unspecified
     amount of damages. The parties stipulated to a Final Judgment, which was
     issued December 28, 2004 dismissing the Action on the basis that RIM and
     its customer do not infringe on the Patent. On January 21, 2005, Inpro II
     filed a Notice of Appeal with the Court of Appeals for the Federal Circuit
     (the "Federal Circuit") in Washington DC, which appeal remains pending.
     During the second quarter of fiscal 2006, the parties completed the filing
     of their respective briefs to the Federal Circuit. Oral argument for the
     Appeal took place on December 8, 2005 at the Federal Circuit. A decision
     is expected within six months. At this time, the likelihood of damages or
     recoveries and the ultimate amounts, if any, with respect to the Action is
     not determinable. Accordingly, no amount has been recorded in these
     consolidated financial statements as at November 26, 2005.

     RIM received communications from Eatoni Ergonomics, Inc. ("Eatoni"), which
     allege that RIM's 7100 BlackBerry handheld product infringes the claims of
     United States Patent No. 6,885,317 (the "317 Patent"), titled
     "Touch-Typable Devices Based On Ambiguous Codes And Methods To Design Such
     Devices", which was issued on April 26, 2005. On April 28, 2005, RIM filed
     a declaratory judgment action against Eatoni in the U.S. District Court
     for the Northern District of Texas, Dallas Division, in which RIM seeks a
     ruling that the 317 Patent is invalid and not infringed by RIM. On May 4,
     2005, Eatoni filed a complaint in the U.S. District Court for the Southern
     District of New York against RIM, in which Eatoni seeks a ruling that the
     317 Patent is infringed by RIM's 7100 series devices. On May 25, 2005, RIM
     filed a motion in the United States District Court for the Southern
     District of New York, in which RIM sought a ruling to dismiss, or in the
     alternative to stay, this action under the first-to-file doctrine. The
     first-to-file doctrine mandates that the United States District Court for

                                      13
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


     the Northern District of Texas, Dallas Division, in the first instance,
     determine which case will proceed. On May 26, 2005 Eatoni filed a motion
     in the United States District Court for the Northern District of Texas to
     dismiss or, alternatively, to move jurisdiction of the Texas action to the
     United States district Court for the Southern District of New York. On
     August 1, 2005 the United States District Court for the Northern District
     of Texas denied Eatoni's motion to dismiss RIM's declaratory judgment
     action. On August 8, 2005 the United States Court for the Southern
     District of New York dismissed Eatoni's New York suit. The trial date in
     Texas is set for November 6, 2006. As a result of a court-ordered
     mediation session on September 26, 2005, Eatoni and RIM reached a
     preliminary settlement in this litigation. All pending litigation between
     the parties was stayed for 30 days to allow the parties to negotiate and
     execute definitive agreements. Although the parties have gone beyond the
     30 day stay period, the parties continue to negotiate the definitive
     agreements. The amount of a potential settlement is not considered to be
     material to these financial statements.

     On May 16, 2005, Antor Media Corporation ("Antor") filed a complaint in
     the United States District Court for the Eastern District of Texas,
     Marshall Division, against RIM's U.S. subsidiary, Research In Motion
     Corporation, along with 11 other defendants, alleging infringement of
     United States Patent No. 5,734,961 (the "961 Patent") titled "Methods and
     Apparatus for Transmitting Information Recorded on Information Storage
     Means from a Central Server to Subscribers via a High Data Rate Digital
     Telecommunications Network", which issued on March 31, 1998 and has an
     expiration date of November 7, 2011. The complaint alleges that RIM's
     products and services relating to the downloading of media, such as video,
     music and ringtones, infringe the 961 Patent. RIM has responded to the
     complaint by denying that the 961 patent is valid and/or infringed. A
     scheduling conference was held on October 12, 2005 and a trial date of
     March 12, 2007 has been set. At this time, the likelihood of damages or
     recoveries and the ultimate amounts, if any, with respect to the Antor
     action is not determinable. Accordingly, no amount has been recorded in
     these consolidated financial statements as at November 26, 2005.

     On August 31, 2005, Morris Reese ("Reese") filed a complaint in the United
     States District Court for the Eastern District of Texas, Marshall
     division, against RIM Corporation, along with 7 other defendants alleging
     infringement of United States Patent No. 6,427,009 (the `009 patent). The
     `009 patent relates to Caller ID features. During the third quarter of
     fiscal 2006, RIM responded to the complaint by denying the 009 patent is
     valid and/or infringed. It is expected that a scheduling conference will
     take place in the coming months. At this time, the likelihood of damages
     or recoveries and the ultimate amounts, if any, with respect to the Reese
     action is not determinable. Accordingly, no amount has been recorded in
     these consolidated financial statements as at November 26, 2005.

     By letter dated February 16, 2004, T-Mobile Deutschland GmbH ("TMO-DG")
     and T-Mobile International AG (collectively, "TMO") served RIM's
     wholly-owned UK subsidiary Research In Motion UK Limited ("RIM-UK"), with
     a third party notice in relation to litigation in Germany (the "Neomax
     Litigation") in which the plaintiff, Neomax Co., Ltd. ("Neomax"), formerly
     Sumitomo Special Metals Co., Ltd., brought an action against TMO in
     relation to cell phones sold by TMO in Germany for alleged infringement of
     a European Patent purportedly owned by Neomax, which in very general
     terms, relates to magnets installed as components in cell phones (the
     "Neomax Patent"). TMO's third party notice seeks unquantified
     indemnification claims against RIM UK (and against the other cell phone
     manufacturers named in the third party notice) for damages incurred by TMO
     in the Neomax Litigation. RIM UK has joined the Neomax Litigation as an
     impleaded party and has further impleaded its supplier of the accused
     components in order to seek indemnification. RIM UK filed a brief in
     support of TMO's appeal on February 28, 2005. Oral argument of TMO's
     appeal took place on December 8, 2005 at the appellate court in
     Dusseldorf, Germany. The next hearing date has been scheduled for February
     16, 2006 at which time it is anticipated the court will order the
     scheduling of further evidentiary proceedings. At this time, the likelihood
     of damages or recoveries and the ultimate amounts, if any, with respect to

                                      14
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


     the Neomax litigation (or any related litigation) is not determinable.
     Accordingly, no amount has been recorded in these consolidated financial
     statements as at November 26, 2005.

     On May 9, 2005, RIM UK filed an action against Inpro Licensing S.a.r.l.
     ("Inpro") in the High Court of Justice (Chancery Division, Patents Court)
     (the "High Court") in London, England. The action seeks a declaration that
     the UK patent, designated under European Patent EP 0892947B1, is invalid
     and an order that the patent be revoked. In very general terms, the Patent
     relates to a proxy-server system for computers accessing servers on the
     Internet. The High Court ordered that a streamlined procedure should apply
     to this action with a two day trial to take place as soon as possible
     after November 21, 2005, but before December 31, 2005. By a counterclaim
     in the High Court dated July 7, 2005, Inpro brought a claim against RIM UK
     in relation to RIM UK's activities alleging infringement of the UK Inpro
     Patent. Additionally, Inpro commenced a claim in the High Court at the
     same time against T-Mobile (UK) Limited ("TMO (UK)") alleging infringement
     of the UK Inpro Patent. On July 7, 2005, Inpro launched an application to
     amend the UK Inpro Patent. By a letter dated July 15, 2005, T-Mobile
     International AG & Co. KG served a notice of claim on RIM UK for an
     indemnity in relation to the claim for infringement of the UK Inpro Patent
     brought by Inpro against TMO (UK) in the High Court. Upon the application
     of Inpro by Notice of Application dated October 17, 2005 for adjournment
     of the trial, it was ordered that Inpro's application be dismissed.
     Therefore, the only issues of infringement of the UK Inpro Patent to be
     considered at the trial were in relation to RIM's BlackBerry(R) System.
     The trial commenced in High Court on November 29, 2005 for five
     consecutive business days. Two additional days of trial to hear closing
     arguments by both sides occurred on December 19 and 20, 2005. A judgment
     has not yet been provided in the U.K. action and the High Court has not
     committed to a date for delivery of a judgment. At this time, the
     likelihood of damages or recoveries and the ultimate amounts, if any, with
     respect to this litigation (or any related litigation) is not
     determinable. Accordingly, no amount has been recorded in these
     consolidated financial statements as at November 26, 2005.

     By letter dated February 3, 2005 (the "Letter"), TMO-DG delivered to
     RIM-UK notice of a claim for indemnity in relation to litigation in
     Dusseldorf, Germany in which the plaintiff, Inpro, brought action against
     TMO-DG (the "Litigation") for infringement of European Patent EP 0892947B1
     (the "Patent"). In very general terms, the Patent relates to a
     proxy-server system for computers accessing servers on the Internet. The
     Letter purports to put the Company on notice that TMO-DG will seek
     indemnification in relation to the Litigation, which seeks damages and
     injunctive relief in relation to TMO-DG's supply, distribution and sale of
     BlackBerry handhelds and software in Germany. The Company joined the
     Litigation as an intervening party in support of the defendant TMO-DG
     effective April 21, 2005. The Court has set a hearing date for January 12,
     2006. The German patent system does not allow for validity to be heard at
     the same time as infringement, therefore this Litigation will only relate
     to infringement. At this time, the likelihood of damages or recoveries and
     the ultimate amounts, if any, with respect to this litigation (or any
     related litigation) is not determinable. Accordingly, no amount has been
     recorded in these consolidated financial statements as at November 26,
     2005. The Company filed a nullity action in Munich, Germany against Inpro
     on July 6, 2005 seeking a declaration that the Patent is invalid. The
     court has set a date for a two-day hearing on January 26 and 27, 2006. The
     Company has requested to stay the infringement proceedings until a
     decision in the nullity proceedings is taken.

     On November 28, 2005, Barry Thomas filed a complaint in the United States
     District Court for the Western District of North Carolina, Charlotte
     division, against RIM Corporation, along with eight other defendants
     alleging infringement of United States Patent No. 4,777,354 (the `354
     Patent) titled, "System for Controlling the Supply of Utility Services to
     Consumers." The `354 Patent was issued on October 11, 1988 and has an
     expiration date of January 27, 2006. The complaint alleges that RIM's
     wireless telephone handsets infringe the `354 Patent. The patent is
     directed to a system for controlling the supply of utility services, such
     as electricity, gas, water, and oil, and other services such as telephone
     and cable television, to a consumer. RIM analyzed this patent prior to the

                                      15
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


     filing of the suit and identified elements of the claims that clearly are
     not present in RIM devices. Thomas has brought suit against several
     service providers in separate actions under the same patent. Several of
     these service providers are RIM customers. To date RIM has received
     requests from two carriers to defend and indemnify them for RIM handsets
     in their suit under this patent. RIM's response to the complaint is due
     January 11, 2006. At this time, the likelihood of damages or recoveries
     and the ultimate amounts, if any, with respect to this litigation (or any
     related litigation) is not determinable. Accordingly, no amount has been
     recorded in these consolidated financial statements as at November 26,
     2005.

     From time to time, the Company is involved in other claims in the normal
     course of business. Management assesses such claims and where considered
     likely to result in a material exposure 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.


14.  SEGMENT DISCLOSURES

     The Company is organized and managed as a single reportable business
     segment.


15.  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 nine months ended November 26, 2005, as well as the
     accrued warranty obligations as at November 26, 2005, are set forth in the
     following table:

<TABLE>
<CAPTION>

     <S>                                                                      <C>
     Accrued warranty obligations as at February 26, 2005                     $   14,657

     Warranty costs incurred for the nine months ended
       November 26, 2005                                                         (16,353)
     Warranty provision for the nine months ended November 26, 2005               19,142
     Adjustments for changes in estimate for the nine months
       ended November 26, 2005                                                     3,993
                                                                            -------------
     Accrued warranty obligations as at November 26, 2005                     $   21,439
                                                                            =============
</TABLE>


                                      16
<PAGE>


                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
                      For the Three and Nine Month Periods
                 Ended November 26, 2005 and November 27, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


16.  CASH FLOW INFORMATION

     Net changes in working capital items:

<TABLE>
<CAPTION>
                                    For the three months ended         For the nine months ended
                               ---------------------------------------------------------------------
                                   November 26,      November 27,     November 26,    November 27,
                                      2005              2004             2005            2004
                               ---------------------------------------------------------------------
<S>                                   <C>              <C>               <C>             <C>
Trade receivables                     $ (42,777)       $  (55,378)       $ (65,134)      $ (83,016)
Other receivables                        (8,529)              241          (28,066)        (12,406)
Inventory                               (27,956)          (12,832)         (19,389)        (46,287)
Restricted cash                         (33,334)          (20,302)         (84,158)        (53,641)
Other current assets                     (6,605)              403           (9,054)         (3,020)
Accounts payable                         29,325            23,971           62,300          39,678
Accrued liabilities                      28,549             1,549           47,235          21,939
Accrued litigation                       25,010            24,240           31,173          57,446
Income taxes payable                     76,008             1,757           82,266           1,827
                                           (535)            2,518              (60)            498
                               ---------------------------------------------------------------------
                                      $  39,156        $  (33,833)       $  17,113       $ (76,982)
                               =====================================================================
</TABLE>


17. COMPARATIVE FIGURES

     Certain of the comparative figures have been reclassified to conform to
     the current year presentation.

<PAGE>

                                                                    DOCUMENT 2

<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005


                           RESEARCH IN MOTION LIMITED

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 26, 2005
COMPARED TO THE THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 27, 2004


January 6, 2006















                                       1

<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") should be read together with the unaudited
interim consolidated financial statements and the accompanying notes (the
"Consolidated Financial Statements") of Research In Motion Limited ("RIM" or
the "Company") for the three months and nine months ended November 26, 2005 and
the Company's MD&A for the year ended February 26, 2005, dated May 3, 2005. The
Consolidated Financial Statements have been prepared in accordance with United
States generally accepted accounting principles ("U.S. GAAP").

All financial information herein is presented in United States dollars, except
for certain financial information contained in tables which is expressed in
thousands of United States dollars, and as otherwise indicated.

RIM has prepared the MD&A with reference to National Instrument 51-102
"Continuous Disclosure Obligations" of the Canadian Securities Administrators.
This MD&A is prepared as of January 6, 2006.

Additional information about the Company, including the Company's Annual
Information Form, can be found on SEDAR at www.sedar.com and on the Securities
and Exchange Commission's website at www.sec.gov.

Special 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, including statements relating
to:

     o    the Company's plans and expectations relating to its litigation with
          NTP, Inc. ("NTP"), including its intention to implement software
          workaround solutions if necessary;
     o    the Company's estimates regarding earnings sensitivity relating to
          warranty expense;
     o    the Company's expectations regarding the average selling price
          ("ASP") of its BlackBerry handhelds and the monthly average revenue
          per unit ("ARPU") for service;
     o    the Company's estimate regarding revenue sensitivity for the effect
          of a change in ASP on its handheld revenue;
     o    the Company's expectations relating to migration of its direct
          BlackBerry subscriber base to its carrier customers;
     o    the Company's expectation that any amount to be paid in regard to the
          NTP litigation will be tax deductible;
     o    the Company's revenue expectations;
     o    the anticipated growth in RIM's subscriber base;
     o    the Company's estimates of purchase obligations and other contractual
          commitments; and
     o    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


                                       2
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



experience and its perception of historical trends, current conditions and
expected future developments, as well as other factors that RIM believes are
appropriate in the circumstances. Many factors could cause RIM's actual
results, performance or achievements to differ materially from those expressed
or implied by the forward-looking statements, including, without limitation,
the following factors, which are discussed in greater detail in the "Risk
Factors" section of RIM's Annual Information Form, which is included in RIM's
Annual Report on Form 40-F (copies of which filings may be obtained at
www.sedar.com and www.sec.gov):

     o    the outcome of RIM's litigation with NTP and the inherent uncertainty
          of matters that may be subject to judicial discretion;
     o    other third-party claims for infringement of intellectual property
          rights by RIM, and the outcome of any litigation with respect
          thereto;
     o    RIM's ability to successfully obtain patent or other proprietary or
          statutory protection for its technologies and products;
     o    RIM's ability to enhance current products and develop and introduce
          new products, including its software workaround solutions relating to
          the NTP litigation, if necessary;
     o    the efficient and uninterrupted operation of RIM's network operations
          center and the networks of its carrier partners;
     o    RIM's ability to establish new, and to build on existing,
          relationships with its network carrier partners and licensees;
     o    the occurrence or perception of a breach of RIM's security measures,
          or an inappropriate disclosure of confidential or personal
          information;
     o    the continued quality and reliability of RIM's products;
     o    RIM's dependence on its carrier partners to grow its BlackBerry
          subscriber base and to accurately report subscriber account
          activations and deactivations to RIM on a timely basis;
     o    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;
     o    competition;
     o    effective management of growth and ongoing development of RIM's
          service and support operations;
     o    reduced spending by customers due to the uncertainty of matters
          relating to the NTP litigation as well as economic and geopolitical
          conditions;
     o    risks associated with RIM's expanding foreign operations;
     o    RIM's dependence on a limited number of significant customers;
     o    fluctuations in RIM's quarterly financial results;
     o    reliance on third-party network developers and software platform
          vendors;
     o    foreign exchange risks;
     o    changes in interest rates affecting RIM's investment portfolio and
          the creditworthiness of its investment portfolio;
     o    RIM's ability to manage production facilities;
     o    dependence on key personnel;
     o    government regulation of wireless spectrum and radio frequencies;
     o    continued use and expansion of the Internet;
     o    regulation, certification and health risks; and
     o    tax liabilities, resulting from changes in tax laws or otherwise,
          associated with RIM's worldwide operations.



                                       3
<PAGE>

                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005


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.

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 email, phone, SMS (short message service), organizer, Internet and
intranet-based corporate data applications. RIM also licenses its technology to
industry leading handset and software vendors to enable these companies to
offer wireless data services using the BlackBerry Enterprise Server ("BES") and
BlackBerry Internet Service ("BIS"). RIM technology also enables a broad array
of third party developers and manufacturers to enhance their products and
services with wireless connectivity. RIM's products, services and embedded
technologies are commercially available through a variety of offerings
including the BlackBerry wireless platform, the RIM wireless handheld product
line, technical support services and BlackBerry licensing relationships. The
Company's sales and marketing efforts include collaboration with strategic
partners and distribution channel relationships to promote the sales of its
products and services as well as its own supporting sales and marketing teams.

Sources of Revenue

RIM's primary revenue stream is its BlackBerry wireless platform, which
includes sales of wireless devices, software and service. The BlackBerry
wireless platform provides users with a wireless extension of their work and
personal email accounts, including Microsoft Outlook, Lotus Notes, Novell
GroupWise, MSN/Hotmail, POP3/ISP email and others.

RIM generates revenues from sales 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.

RIM generates revenues from service billings to its BlackBerry subscriber 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 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 the subscriber account should
have an active status. That carrier is charged a service fee for each
subscriber account each month regardless of the amount of data traffic the
subscriber passes over the BlackBerry architecture. If a carrier informs RIM to
deactivate the subscriber account, then RIM no longer includes that subscriber
account in its BlackBerry subscriber account base and ceases billing from the
date of notification of 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, the carrier's
responsibility to report changes to the subscriber account status on a timely
basis to RIM. The



                                       4
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



number of subscriber accounts is a non-financial metric and is intended to
highlight the change in RIM's subscriber base and should not be relied upon as
an indicator of RIM's financial performance. The number of subscriber accounts
does not have any standardized meaning prescribed by U.S. GAAP and may not be
comparable to similar metrics presented by other companies.

An important part of RIM's BlackBerry wireless platform is the software that is
installed on corporate servers and/or desktop personal computers. Software
revenues include fees from (i) licensing RIM's BES software; (ii) client access
licenses ("CALs"), which are charged for each subscriber using the BlackBerry
service; and (iii) maintenance and upgrades to software.

RIM's BlackBerry licensing program enables mobile device manufacturers to equip
their handsets with the integrated ability to connect to a BES and transport
data using BlackBerry infrastructure. BlackBerry Connect and BlackBerry
Built-In are designed to provide an open, global platform and address the
distinct needs of end users, IT departments, carriers and licensees. RIM's
BIS-related services use the same wireless architecture and infrastructure that
is being used by RIM's BlackBerry enterprise customers.

Revenues are also generated from sales of accessories, repair and maintenance
programs, non-recurring engineering services ("NRE"), technical support and
radio modems to original equipment manufacturers ("OEM radios").

Critical Accounting Policies and Estimates

General

The preparation of the Consolidated Financial Statements requires management to
make estimates and assumptions that affect 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 and are detailed below. Changes to
the Company's critical accounting policies and estimates from those disclosed
as at February 26, 2005 are included in the disclosure below.

Revenue recognition

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


                                       5
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005


Handheld Devices

Revenue from the sale of BlackBerry devices is recognized when title is
transferred to the customer and all significant contractual obligations that
affect the customer's final acceptance have been fulfilled. Provisions are made
at the time of sale for warranties, royalties and estimated product returns.
For hardware products for which the software is deemed not to be incidental,
the Company recognizes revenue in accordance with the American Institute of
Certified Public Accountants Statement of Position 97-2, Software Revenue
Recognition ("SOP 97-2").

If the historical data the Company uses to estimate product returns does not
properly reflect future returns, these estimates could be revised. Future
returns, if they were higher than estimated, would result in a reduction of
revenue. To date, returns of devices and other products have been negligible.
As a result, the Company's accrual with respect to such product returns is not
significant.

Service

Revenue is recognized rateably on a monthly basis when the service is provided.
In instances where the Company bills the customer prior to performing the
service, the pre-billing is recorded as deferred revenue. Refer to "Sources of
Revenue" for more information on the calculation of the number of subscriber
accounts.

Software

Revenue from licensed software is recognized at the inception of the licence
term and in accordance with SOP 97-2. Revenue from software maintenance,
unspecified upgrades and technical support contracts is recognized over the
period that such items are delivered or that services are provided.

Other

Revenue from the sale of accessories is recognized when title is transferred to
the customer and all significant contractual obligations that affect the
customer's final acceptance have been fulfilled. Provisions are made at the
time of sale for applicable warranties, royalties and estimated product
returns. Revenue for non-recurring engineering contracts is recognized as
specific contract milestones are met. The attainment of milestones approximates
actual performance. Revenue from repair and maintenance programs is recognized
when the service is delivered which is when the title is transferred to the
customer and all significant contractual obligations that affect the customer's
final acceptance have been fulfilled.

Multiple-Element Arrangements

The Company enters into transactions that represent multiple-element
arrangements, which may include any combination of hardware, service and
software. These multiple-element arrangements are assessed to determine whether
they can be separated into more than one unit of accounting or element for the
purpose of revenue recognition. When the appropriate criteria for separating
revenue into more than one unit of accounting is met and there is vendor


                                       6
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



specific objective evidence of fair value for all units of accounting or
elements in an arrangement, the consideration is allocated to the separate
units of accounting or elements based on each unit's relative fair value. This
vendor specific objective evidence of fair value is established through prices
charged for each revenue element when that element is sold separately. The
revenue recognition policies described above are then applied to each unit of
accounting.

Allowance for Doubtful Accounts and Bad Debt Expense

The Company is dependent on a number of significant customers and on large
complex contracts with respect to sales of the majority of its products,
software and services. The Company expects increasing trade receivables
balances with its large customers to continue as it sells the majority of its
devices and software products and service relay access through network carriers
and resellers rather than directly. The Company evaluates the collectibility of
its trade receivables based upon a combination of factors on a periodic basis.

When the Company becomes aware of a customer's inability to meet its financial
obligations to the Company (such as in the case of bankruptcy filings or
material deterioration in the customer's financial position and payment
experience), RIM records a specific bad debt provision to reduce the customer's
related trade receivable to its estimated net realizable value. If
circumstances related to specific customers change, the Company's estimates of
the recoverability of trade receivables could be further adjusted.

Inventory

Raw materials are stated at the lower of cost and replacement cost. Work in
process and finished goods inventories are stated at the lower of cost and net
realizable value. Cost includes the cost of materials plus direct labor applied
to the product and the applicable share of manufacturing overhead. Cost is
determined on a first-in-first-out basis.

The Company's policy for the valuation of inventory, including the
determination of obsolete or excess inventory, requires management to estimate
the future demand for the Company's products within specific time horizons.
Inventory purchases and purchase commitments are based upon such forecasts of
future demand and scheduled rollout of new products. The business environment
in which RIM operates is subject to rapid changes in technology and customer
demand. The Company performs an assessment of inventory during each reporting
period, which includes a review of, among other factors, demand requirements,
component part purchase commitments of the Company and certain key suppliers,
product life cycle and development plans, component cost trends, product
pricing and quality issues. If customer demand subsequently differs from the
Company's forecasts, requirements for inventory write-offs that differ from the
Company's estimates could become necessary. If management believes that demand
no longer allows the Company to sell inventories above cost or at all, such
inventory is written down to estimated net realizable value or excess inventory
is written off.

Valuation of long-lived assets, intangible assets and goodwill

The Company assesses the impairment of identifiable intangibles, long-lived
assets and goodwill whenever events or changes in circumstances indicate that
the carrying value may not be recoverable.



                                       7
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



Intangible assets are stated at cost less accumulated amortization and are
comprised of licenses, patents and acquired technology. The largest component
of Intangible assets is the net book value of licenses. Under certain license
agreements, RIM is committed to current and future royalty payments based on
the sales of products using certain licensed technologies. The Company
recognizes its liability for royalty payments in accordance with the terms of
the license agreements. Where license agreements are not yet finalized, RIM
recognizes its current estimates of the obligation in Accrued liabilities on
the Consolidated Balance Sheets. When the license agreements are subsequently
finalized, the estimate is revised accordingly. License agreements involving
up-front lump sum payments are capitalized as part of Intangible assets and are
then amortized over the lesser of five years or on a per unit basis based upon
the Company's projected number of units to be sold during the terms of the
license agreements. See "Results of Operations - Gross Margin". Unforeseen
events, changes in circumstances and market conditions, adverse determinations
by a court or a regulator, and material differences in the value of licenses
and other long-lived and intangible assets and goodwill due to changes in
estimates of future cash flows could affect the fair value of the Company's
assets and require an impairment charge. Intangible assets are reviewed
quarterly to determine if any events have occurred that would warrant further
review. In the event that a further assessment is required, the Company will
analyze estimated undiscounted future cash flows to determine whether the
carrying value of the intangible asset will be recovered.

Patents include all costs necessary to acquire intellectual property such as
patents and trademarks, as well as legal costs arising out of any litigation
relating to the assertion of any Company-owned patents. If the Company is not
successful in any such litigation to protect its patents, RIM will review the
related intangible asset balance, including previously capitalized litigation
costs, for impairment.

In connection with business acquisitions completed by the Company, the Company
identifies and estimates the fair value of net assets acquired, including
certain identifiable intangible assets other than goodwill and liabilities
assumed in the acquisitions. Any excess of the purchase price over the
estimated fair value of the net assets acquired is assigned to goodwill.
Goodwill is assessed for impairment on an annual basis.

Change in Estimate During the Third Quarter of Fiscal 2006

On November 30, 2005, the United States District Court for the Eastern District
of Virginia (the "District Court") ruled that the settlement that was jointly
announced by RIM and NTP in March 2005 in respect of the litigation between
them was not enforceable. At the time of the March 2005 settlement, RIM
recorded $20 million of the $450 million litigation accrual as an acquired
license on its balance sheet. As a result of the November 30, 2005 ruling, the
Company recorded, during the three months ended November 26, 2005, an
incremental provision of $18.3 million to write-off the net book value of the
acquired license, after accumulated amortization, related to the fiscal 2005
accrual. See "Litigation - Change in Estimate During the Third Quarter of
Fiscal 2006".


                                       8
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



Litigation

The Company is currently involved in patent litigation with NTP where it is
seeking to defend itself in a patent infringement suit (the "NTP matter" - see
"Results of Operations - Litigation" and note 10 to the Consolidated Financial
Statements).

During the fourth quarter of fiscal 2005, the Company and NTP entered into
negotiations, which concluded with the parties jointly announcing the signing
of a binding term sheet (the "Term Sheet") on March 16, 2005, that resolved the
current litigation between them. As part of the resolution, RIM agreed to pay
$450 million (the "resolution amount") to NTP in final and full resolution of
all claims to date against RIM, as well as for a fully-paid up license (the
"NTP license") going forward. During the fourth quarter of fiscal 2005, the
Company adjusted its estimate and recorded an incremental provision of $294.2
million on the Consolidated Statements of Operations, which included the
remaining resolution amount and estimated legal fees, net of provisions
previously recorded, and the acquisition of a $20 million intangible asset.

On June 9, 2005, RIM announced that, due to an impasse in the process of
finalizing a definitive licensing and settlement agreement with NTP, RIM would
take court action to enforce the binding Term Sheet agreed upon and jointly
announced by RIM and NTP on March 16, 2005. Further court proceedings followed.
On November 30, 2005, the District Court ruled that the Term Sheet entered
between the parties in March 2005 to settle the litigation was not an
enforceable agreement. The District Court also denied RIM's motion to stay
further proceedings in the case until the U.S. Patent & Trademark Office (the
"Patent Office") reaches a final determination in its re-examination of the NTP
patents. As a result of the rulings, further proceedings will continue in the
District Court.

Change in Estimate during the Third Quarter of Fiscal 2006

During the third quarter of fiscal 2006, the Company recorded an expense of
$26.2 million to account for incremental current and estimated future legal and
professional fees in the amount of $7.9 million as well as an accrual in the
amount of $18.3 million to write-off the intangible asset following the
November 30, 2005 ruling as described above.

As at the end of the Company's current fiscal period, the amount of further
loss, if any, was not reasonably determinable given the inherent uncertainty of
the outcome of the litigation and the application of judicial discretion. The
litigation accrual of $450 million, which amount had previously been agreed to
by the parties to settle the dispute, represents the Company's best current
estimate as to the litigation expense relating to this matter based on current
knowledge and consultation with legal counsel. Consequently, no additional
amounts, from those described above and in note 10 to the Consolidated
Financial Statements, have been provided for as NTP litigation expenses as at
November 26, 2005. The actual resolution of the NTP matter may materially
differ from the provisions recorded as at November 26, 2005 as a result of
future rulings by the courts, a settlement between the parties or
implementation of workaround solutions, therefore potentially causing future
quarterly or annual financial results to be materially affected, either
adversely or favorably. The Company would therefore be required at that time to
make additional significant adjustments for such legal proceedings or a
settlement amount in the event of further developments or resolution in this
matter, consistent with U.S. GAAP.



                                       9
<PAGE>

                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



Warranty

The Company provides for the estimated costs of product warranties at the time
revenue is recognized. BlackBerry devices are generally covered by a
time-limited warranty for varying periods of time. The Company's warranty
obligation is affected by product failure rates, changes in warranty periods,
regulatory developments with respect to warranty obligations in the countries
in which the Company carries on business, freight expense, and material usage
and other related repair costs.

The Company's estimates of costs are based upon historical experience and
expectations of future return rates and unit warranty repair cost. To the
extent that the Company experiences changes in warranty activity, or changes to
costs associated with servicing those obligations, revisions to the estimated
warranty liability would be required.

Change in Estimate during the Third Quarter of Fiscal 2006

During the three months ended November 26, 2005, RIM increased its estimated
warranty accrued liability by $0.9 million, or 0.2% of revenue as a result of
changes in estimates for both the unit warranty repair costs and in the current
and expected future return (for warranty repair) rates for certain of its
devices.

Earnings Sensitivity

The Company estimates that a 10% change to either the current average unit
warranty repair cost, measured against the device sales volumes currently under
warranty as at November 26, 2005, or to the current average warranty return
rate, would have resulted in adjustments to warranty expense and pre-tax
earnings of approximately $2.1 million.

Investments

Investments classified as available for sale under Statement of Financial
Accounting Standards 115 are carried at market value. Changes in market values
are accounted for through accumulated other comprehensive income, until such
investments mature or are sold. The Company does not exercise significant
influence with respect to any of these investments.

The Company assesses declines in the value of individual investments for
impairment to determine whether the decline is other-than-temporary. The
Company makes this assessment by considering available evidence, including
changes in general market conditions, specific industry and individual company
data, the length of time and the extent to which the market value has been less
than cost, the financial condition and the near-term prospects of the
individual investment. In the event that a decline in the fair value of an
investment occurs and the decline in value is considered to be other than
temporary, an appropriate write-down would be recorded.

Income taxes

The Company uses the flow-through method to account for investment tax credits
("ITCs") earned on eligible scientific research and development ("SR&ED")
expenditures. Under this method, the ITCs are recognized as a reduction in
income tax expense. The liability method of


                                      10
<PAGE>

                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



tax allocation is used to account for income taxes. Under this method, deferred
income tax assets and liabilities are determined based upon differences between
the financial reporting and tax bases of assets and liabilities, and measured
using enacted tax rates and laws that will be in effect when the differences
are expected to reverse. The Company's deferred tax asset balance represents
temporary differences between the financial reporting and tax basis of assets
and liabilities, including research and development costs and incentives,
financing costs, capital assets, non-deductible reserves, and operating loss
carryforwards, net of valuation allowances. The Company considers both positive
evidence and negative evidence, to determine whether, based upon the weight of
that evidence, a valuation allowance is required. Judgment is required in
considering the relative impact of negative and positive evidence. The Company
records a valuation allowance when required to reduce deferred income tax
assets to the amount that is more likely than not to be realized.

Should RIM determine that it is more likely than not that it will not be able
to realize all or part of its deferred tax assets in future fiscal periods, the
valuation allowance would be increased, resulting in a decrease to net income
in the reporting periods for which such determinations are made.

The Company currently expects that any amount to be paid in regard to the NTP
litigation matter will be tax deductible and as a result has recognized a
deferred tax asset relating to the $450 million litigation accrual. However, as
discussed above regarding the NTP matter, there is inherent uncertainty
regarding the ultimate resolution of the NTP litigation and, as a result, there
is uncertainty associated with the amount and timing of any related tax
deductions. The amount of the tax deduction currently recognized in the
financial statements may change depending on the nature and amount of any final
resolution to the NTP matter. See "Results of Operations -Litigation" and note
10 to the Consolidated Financial Statements for a detailed discussion of the
NTP matter.

The Company's provision for income taxes is based on a number of estimates and
assumptions as determined by management and is calculated in each of the
jurisdictions in which it conducts business. The consolidated income tax rate
is affected by the amount of net income earned in various operating
jurisdictions and the rate of taxes payable in respect of that income. RIM
enters into transactions and arrangements in the ordinary course of business in
which the tax treatment is not entirely certain. In particular, certain
countries in which it operates could seek to tax a greater share of income than
has been provided. The final outcome of any audits by taxation authorities may
differ from estimates and assumptions used in determining the Company's
consolidated tax provision and accruals, which could result in a material
effect on the consolidated income tax provision and the net income for the
period in which such determinations are made.

Change in Estimate

During the first quarter of fiscal 2006, the tax provision was reduced by $27.0
million as a result of the Company realizing incremental cumulative investment
tax credits attributable to prior fiscal years. See "Results of Operations -
Income Taxes" and note 11 to the Consolidated Financial Statements.



                                      11
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



Stock-Based Compensation

The Company has a stock-based compensation plan which is described in note 3(b)
to the Consolidated Financial Statements. Stock options are granted with an
exercise price equal to the fair market value of the shares on the day of grant
of the options. Any consideration paid by employees on exercise of stock
options is credited to share capital. Compensation expense is recognized when
stock options are issued with an exercise price of the stock option that is
less than the market price of the underlying stock on the date of grant. The
difference between the exercise price of the stock option and the market price
of the underlying stock on the date of grant is recorded as compensation
expense ("intrinsic value method"). As the exercise price of options granted by
the Company is equal to the market value of the underlying stock at the date of
grant, no compensation expense has been recognized. This method is consistent
with U.S. GAAP, APB Opinion 25, Accounting for Stock Issued to Employees.

On December 16, 2004, the Financial Accounting Standards Board ("FASB") issued
amended Statement of Financial Accounting Standards 123 ("SFAS 123(R)")
Accounting for Share-Based Payments, which requires all companies to use the
fair-value based method of accounting for stock-based compensation, and is in
effect for all interim periods beginning after June 15, 2005. SFAS 123(R)
requires that all companies adopt either the modified prospective transition
("MPT") or modified retrospective transition ("MRT") approach. Stock
compensation expense calculated using the MPT approach would be recognized on a
prospective basis in the financial statements over the requisite service
period, while the MRT method allows a restatement of prior period for amounts
previously recorded as proforma expense.

On April 14, 2005, the SEC announced that it would provide for a phased-in
implementation process for SFAS 123(R). The Company will now be required to
adopt a fair-value based method in the first quarter of fiscal 2007.

At the Company's 2005 Annual General Meeting on July 18, 2005, shareholders
approved the establishment of the Restricted Share Unit ("RSU") Plan. The
eligible participants under the RSU Plan include any officer or employee of the
Company or its subsidiaries. RSUs are redeemed for either common shares issued
by the Company, common shares purchased on the open market or the cash
equivalent on the vesting dates established by the Company. Compensation
expense will be recognized upon issuance of RSUs over the vesting period.

Stock Split

The Company declared an effective two-for-one stock split in the form of a
one-for-one stock dividend payable on June 4, 2004 to all shareholders of
record on May 27, 2004. All earnings per share data for prior periods have been
adjusted to reflect this stock split. See "Results of Operations - Net Income".

Common Shares Outstanding

On December 31, 2005, there were 185.2 million voting common shares, 9.8
million options to purchase voting common shares and 7,800 RSUs outstanding.



                                      12
<PAGE>



                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



Summary Results of Operations - Third Quarter of Fiscal 2006 Compared to the
Third Quarter of Fiscal 2005

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 unaudited consolidated
balance sheet data, which is expressed in thousands of dollars, as at November
26, 2005 and November 27, 2004:

<TABLE>

                                                  As at and for the Three Months Ended                     Change Q3
                                            November 26, 2005                November 27, 2004             2006/2005
                                       ----------------------------------------------------------------------------------
                                                (in thousands, except for per share amounts)
                                       ----------------------------------------------------------------------------------

<CAPTION>

<S>                                       <C>                <C>          <C>                  <C>             <C>
Revenue                                   $     560,596      100.0%       $    365,852         100.0%          $ 194,744

Cost of sales                                   247,851       44.2%            174,557          47.7%             73,294
                                       ----------------------------------------------------------------------------------
Gross margin                                    312,745       55.8%            191,295          52.3%            121,450
                                       ----------------------------------------------------------------------------------

Expenses

Research and development                         41,567        7.4%             27,137           7.4%             14,430
Selling, marketing and
  administration                                 83,965       15.0%             49,297          13.5%             34,668
Amortization                                     12,797        2.3%              8,337           2.3%              4,460
                                       ----------------------------------------------------------------------------------
  Sub-total                                     138,329       24.7%             84,771          23.2%             53,558
                                       ----------------------------------------------------------------------------------

Litigation (1)                                   26,176        4.7%             24,551           6.7%              1,625
                                       ----------------------------------------------------------------------------------
                                                164,505       29.3%            109,322          29.9%             55,183
                                       ----------------------------------------------------------------------------------

Income from operations                          148,240       26.4%             81,973          22.4%             66,267

Investment income                                17,483        3.1%             10,133           2.8%              7,350
                                       ----------------------------------------------------------------------------------

Earnings before income taxes                    165,723       29.6%             92,106          25.2%             73,617

Provision for income taxes (2)                   45,574        8.1%              1,711           0.5%             43,863
                                       ----------------------------------------------------------------------------------

Net income                                $     120,149       21.4%       $     90,395          24.7%          $  29,754
                                       ==================================================================================

Earnings per share
 Basic                                    $        0.63                   $       0.48                         $    0.15
                                       =================                 ==============                     =============

 Diluted                                  $        0.61                   $       0.46                         $    0.15
                                       =================                 ==============                     =============

Total assets                              $   2,814,222                   $  2,337,557
Total liabilities                               841,103                        337,215
Shareholders' equity                      $   1,973,119                   $  2,000,342

</TABLE>


                                      13
<PAGE>

                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



Notes:
- ------

(1)  See "Results of Operations - Litigation" and note 10 to the Consolidated
     Financial Statements.

(2)  See "Results of Operations - Income Taxes" and note 11 to the Consolidated
     Financial Statements.

Executive Summary

The Company's net income increased by $29.7 million to $120.1 million, or $0.63
basic earnings per share and $0.61 diluted earnings per share, in the third
quarter of fiscal 2006, compared to $90.4 million, or $0.48 basic earnings per
share and $0.46 diluted earnings per share, in the third quarter of fiscal
2005.

The key factors that contributed to this net improvement in net income are
discussed below. A more comprehensive analysis of these factors is contained in
"Results of Operations".


Third Quarter 2006 Key Factors

Revenue and resulting gross margin growth

Revenue increased by $194.7 million, or 53.2%, to $560.6 million in the third
quarter of fiscal 2006 compared to $365.9 million in the preceding year's third
quarter. The number of BlackBerry devices sold increased by 422,000, or 59.7%,
to approximately 1,129,000 in the third quarter of fiscal 2006, compared to
approximately 707,000 during the third quarter of fiscal 2005. Handheld device
revenue increased by $131.4 million to $391.9 million during the period.
Service revenue increased by $42.8 million to $103.8 million reflecting the
Company's increase in BlackBerry subscribers during the period. Software
revenue increased by $13.9 million to $39.6 million in the third quarter of
fiscal 2006. Other revenue increased by $6.6 million to $25.3 million in the
third quarter of fiscal 2006 with the majority of the increase attributable to
increases in non-warranty repair and accessories revenues.

Gross margin increased by $121.4 million, or 63.5%, to $312.7 million, or 55.8%
of revenue, in the third quarter of fiscal 2006, compared to $191.3 million, or
52.3% of revenue, in the same period of the previous fiscal year. The increase
of 3.5% in gross margin in the third quarter of fiscal 2006 is attributable to
favorable changes in BlackBerry handheld device product mix, improved service
margins as a result of the increase in subscribers, increased software
revenues, the Company's continuing cost reduction efforts relating to the
leveraging of its supply chain, as well as an increase in non-warranty repair
revenues. See also "Results of Operations - Gross Margin".


                                      14
<PAGE>

                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



Research and development, Selling, marketing and administration, and
Amortization

The Company continued to invest heavily in research and development, and sales,
marketing and administration in the third quarter of fiscal 2006. Research and
development, Selling, marketing and administration, and Amortization expenses
increased by $53.5 million or 63.2%, to $138.3 million in the third quarter of
fiscal 2006 from $84.8 million in the same period last year. As a percentage of
revenue, Research and development, Selling, marketing and administration, and
Amortization expenses increased to 24.7% during the third quarter of fiscal
2006, compared to 23.2% in the third quarter of fiscal 2005.

Litigation charges

Litigation expense totaled $26.2 million in third quarter of fiscal 2006, an
increase of $1.6 million compared to $24.6 million in comparable period of
fiscal 2005. See "Results of Operations - Litigation" and note 10 to the
Consolidated Financial Statements. The current quarter's charge consisted of
the full writedown of the acquired NTP license that was recorded in March 2005
which, after accumulated depreciation, had a net book value of $18.3 million as
well as current and estimated future costs for legal and professional fees
related to the NTP matter in the amount of $7.9 million. The $18.3 million
charge to earnings in the quarter re-establishes the accrued liability relating
to the NTP litigation at $450 million before accrued legal and professional
fees.

Investment income

Investment income increased by $7.4 million to $17.5 million in the third
quarter of fiscal 2006 from $10.1 million in the comparable period of fiscal
2005, primarily as a result of improved investment yields and the significant
increase in cash, cash equivalents, short-term investments and investments.

Income taxes

For the third quarter of fiscal 2006, the Company's income tax expense was
$45.6 million, an effective rate of 27.5%, compared to $1.7 million in the
third quarter of fiscal 2005. See "Results of Operations - Income Taxes" and
note 11 to the Consolidated Financial Statements.

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 ended November
26, 2005. The information has been derived from RIM's unaudited consolidated
financial statements that, in management's opinion, have been prepared on a
basis consistent with the Company's audited consolidated financial statements
and include all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of information when read in conjunction with
the Consolidated Financial Statements. RIM's quarterly operating results have
varied substantially in the past and may vary



                                      15
<PAGE>

                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



substantially in the future. Accordingly, the information below is not
necessarily indicative of results for any future quarter.

<TABLE>
<CAPTION>
                                                               Fiscal Year 2006                   Fiscal Year 2005
                                                    Third           Second            First            Fourth
                                                   Quarter          Quarter          Quarter          Quarter
                                               ---------------  ---------------  --------------- ------------------
                                                                       (in thousands, except per share data)
<S>                                                 <C>              <C>              <C>                <C>
Revenue                                             $ 560,596        $ 490,082        $ 453,948          $ 404,802

Gross margin                                          312,745          269,015          250,217            229,924

Research and development, Selling,
marketing and administration,
and Amortization                                      138,329          121,489          107,688             94,785
Litigation (1)                                         26,176            6,640            6,475            294,194
Investment income                                     (17,483)         (15,700)         (13,816)           (11,926)
                                               ---------------  ---------------  --------------- ------------------
Income (loss) before income taxes                     165,723          156,586          149,870           (147,129)

Provision for (recovery of) income taxes (2)           45,574           45,531           17,350           (144,556)
                                               ---------------  ---------------  --------------- ------------------

Net income (loss)                                   $ 120,149        $ 111,055        $ 132,520          $  (2,573)
                                               ===============  ===============  =============== ==================
Earnings (loss) per share (3)
  Basic                                             $    0.63        $    0.58        $    0.70          $   (0.01)

  Diluted                                           $    0.61        $    0.56        $    0.67          $   (0.01)

- -------------------------------------------------------------------------------------------------------------------
Research and development                            $  41,567        $  37,677        $  34,534          $  29,076
Selling, marketing and administration                  83,965           72,263           62,871             56,595
Amortization                                           12,797           11,549           10,283              9,114
                                               ---------------  ---------------  --------------- ------------------
                                                    $ 138,329        $ 121,489        $ 107,688         $   94,785
                                               ===============  ===============  =============== ==================
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      16
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005


<TABLE>
                                                                Fiscal Year 2005                     Fiscal Year 2004
                                                   -----------------------------------------------  -------------------

                                                        Third           Second           First             Fourth
                                                       Quarter          Quarter          Quarter          Quarter
                                                   --------------------------------------------------------------------
                                                                   (in thousands, except per share data)

<CAPTION>

<S>                                                     <C>             <C>              <C>                <C>
Revenue                                                 $ 365,852       $ 310,182        $ 269,611          $  210,585

Gross margin                                              191,295         158,681          134,633             103,476

Research and development, Selling,
marketing and administration, and
Amortization                                               84,771          78,046           70,249              56,889
Litigation (1)                                             24,551          18,304           15,579              12,874
Investment income                                         (10,133)         (8,588)          (6,460)             (3,624)
                                                   --------------- ---------------  ---------------        ------------

Income before income taxes                                 92,106          70,919           55,265              37,337

Provision for (recovery of) income taxes (2)                1,711             326              293              (4,200)
                                                   --------------- ---------------  ---------------        ------------

Net income                                               $ 90,395        $ 70,593         $ 54,972          $   41,537
                                                   =============== ===============  ===============        ============

Earnings per share (3)
  Basic                                                  $   0.48        $   0.38         $   0.30          $     0.24

  Diluted                                                $   0.46        $   0.36         $   0.28          $     0.23

- ------------------------------------------------------------------------------------------------------------------------
Research and development                                 $ 27,137        $ 24,588         $ 20,379          $   17,877
Selling, marketing and administration                      49,297          44,016           40,822              32,310
Amortization                                                8,337           9,442            9,048               6,702
                                                   --------------- ---------------  ---------------        -------------

                                                         $ 84,771        $ 78,046         $ 70,249          $   56,889
                                                   =============== ===============  ===============        =============

- -------------------------------------------------------------------------------------------------------------------------

</TABLE>


Notes:
- ------

(1)  See "Results of Operations - Litigation" and note 10 to the Consolidated
     Financial Statements.

(2)  See "Results of Operations - Income Taxes" and note 11 to the Consolidated
     Financial Statements.

(3)  See "Stock Split".



                                      17
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



Results of Operations


Three months ended November 26, 2005 compared to the three months ended
November 27, 2004

Revenue


Revenue for the third quarter of fiscal 2006 was $560.6 million, an increase of
$194.7 million, or 53.2%, from $365.9 million in the third quarter of fiscal
2005.

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

<TABLE>
<CAPTION>
                                               Three Months Ended                            Change - Fiscal
                                 November 26, 2005            November 27, 2004                 2006/2005
                           --------------------------    --------------------------    -----------------------------
<S>                             <C>                             <C>                           <C>          <C>
Handheld devices sold           1,129,000                       707,000                       422,000      59.7%
                           =================             =================             =============================

ASP                           $       347                   $       368                   $       (21)     -5.8%
                           =================             =================             =============================

Revenue Mix

Handheld devices              $   391,880      69.9%        $   260,482      71.2%        $   131,398      50.4%
Service                           103,839      18.5%             61,002      16.7%             42,837      70.2%
Software                           39,594       7.1%             25,648       7.0%             13,946      54.4%
Other                              25,283       4.5%             18,720       5.1%              6,563      35.1%
                           --------------------------   ---------------------------   -------------------------------
                              $   560,596     100.0%        $   365,852     100.0%        $   194,744      53.2%
                           ==========================   ===========================   ==============================
</TABLE>


Handheld device revenue increased by $131.4 million, or 50.4%, to $391.9
million, or 69.9% of consolidated revenue, in the third quarter of fiscal 2006
compared to $260.5 million, or 71.2% of consolidated revenue in the third
quarter of fiscal 2005. This increase in handheld device revenue over the prior
year's period is primarily attributable to a volume increase of 422,000
devices, or 59.7%, to approximately 1,129,000 devices sold in the current
fiscal quarter, compared to approximately 707,000 devices sold in the third
quarter of fiscal 2005. ASP decreased by $21 or 5.8%, to $347 in the current
quarter from $368 in the third quarter of fiscal 2005. The Company expects its
ASP to increase slightly over the short-term as a result of the introduction of
its 8700 and 7130e devices during the fourth quarter of fiscal 2006.

The Company estimates that a $10 or 2.9% change in ASP would result in a
quarterly revenue change of approximately $11.3 million, based upon the
Company's volume of devices shipped in the third quarter of fiscal 2006.

Service revenue increased $42.8 million, or 70.2%, to $103.8 million and
comprised 18.5% of consolidated revenue in the third quarter of fiscal 2006,
compared to $61.0 million, or 16.7% of consolidated revenue in the third
quarter of fiscal 2005. BlackBerry subscriber account additions were
approximately 645,000 for the three-month period ended November 26, 2005
compared to approximately 387,000 for the same period last year. The lower than
expected additions for the


                                      18
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



quarter were primarily as a result of the delayed launches of the 8700 and
7130e devices. As previously disclosed, the Company continues to experience
some net migration of its direct ("full email") BlackBerry subscriber base to
its carrier customers for whom RIM provides lower priced "relay" services. The
Company expects this net migration to continue as data-only BlackBerry
subscribers upgrade to voice-enabled handhelds. Consequently, the ARPU for
service is expected to continue to decline in fiscal 2006 as a result of the
continuing net increase in the BlackBerry subscriber base represented by
subscribers for which RIM receives a lower monthly relay access fee from its
carrier customers, rather than direct subscribers who purchase full e-mail
service from RIM.

Software revenue includes fees from licensed BES software, CALs, maintenance,
technical support and upgrades. Software revenue increased $14.0 million to
$39.6 million and comprised 7.1% of consolidated revenue in the third quarter
of fiscal 2006, compared to $25.6 million, or 7.0% of consolidated revenue, in
the third quarter of fiscal 2005. The Company expects software revenue to
increase in the near term with the introduction of BES 4.1 in early calendar
2006.

Other revenue, which includes NRE, accessories, repair and maintenance
programs, and sundry, increased by $6.6 million to $25.3 million in the third
quarter of fiscal 2006 compared to $18.7 million in the third quarter of fiscal
2005. The majority of the increase was attributable to increases in
non-warranty repair and accessories revenue.

Since the District Court's ruling in November 2005 that the Term Sheet entered
between RIM and NTP in March 2005 is not enforceable, there has been a
significant amount of media coverage relating to the possibility of an
injunction that would prevent RIM from selling BlackBerry devices, software and
service in the United States. The impact of this media coverage has been to
create some uncertainty among potential customers. The timing of any resolution
of the NTP matter and the removal of this uncertainty is difficult to predict
and may have an adverse effect on the Company's revenue and subscriber account
additions.

Gross Margin

In the third quarter of fiscal 2006, gross margin increased by $121.4 million,
or 63.5 %, to $312.7 million, representing 55.8% of revenue, compared to $191.3
million, or 52.3% of revenue, in the same period of the previous fiscal year.
The net improvement of 3.5% in consolidated gross margin percentage was
primarily due to the following factors:

o    Favorable changes in BlackBerry device product mix;
o    Improved service margins resulting from cost efficiencies in RIM's network
     operations infrastructure as a result of the increase in BlackBerry
     subscribers;
o    Software revenue at $39.6 million comprised 7.1% of consolidated revenue
     mix in the third quarter of fiscal 2006 compared to $25.6 million and 7.0%
     respectively in the third quarter of fiscal 2005;
o    A decline in certain fixed costs as a percentage of consolidated revenue
     as the Company continues to realize economies of scale in its
     manufacturing operations as well as certain raw material cost reductions
     relating to the leveraging of its supply chain; and
o    An increase in non-warranty repair revenues.



                                      19
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



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
November 26, 2005 compared to the quarter ended August 27, 2005 and the quarter
ended November 27, 2004. The Company believes it is meaningful to provide a
comparison between the third quarter and the second quarter of fiscal 2006
given the quarterly increases in revenue realized by the Company during fiscal
2006.

<TABLE>
<CAPTION>

                                              Three Month Fiscal Periods Ended
                         November 26, 2005            August 27, 2005            November 27,  2004
                        ------------------------------------------------------------------------------
                                        % of                       % of                       % of
                              $        Revenue           $        Revenue           $        Revenue

<S>                       <C>                        <C>                        <C>
Revenue                   $ 560,596                  $ 490,082                  $ 365,852
                        ------------------------------------------------------------------------------

Research and
development               $  41,567      7.4%        $  37,677      7.7%        $  27,137      7.4%
Selling, marketing and
administration               83,965     15.0%           72,263     14.7%           49,297     13.5%
Amortization                 12,797      2.3%           11,549      2.4%            8,337      2.3%
                        ------------------------------------------------------------------------------
                          $ 138,329     24.7%        $ 121,489     24.8%        $  84,771     23.2%
                        ==============================================================================
</TABLE>

Research and Development

Research and development expenditures consist primarily of salaries for
technical personnel, engineering materials, software tools and related
information technology infrastructure support.

Research and development expenditures increased by $14.5 million to $41.6
million, or 7.4% of revenue, in the quarter ended November 26, 2005 compared to
$27.1 million, or 7.4% of revenue, in the previous year's third quarter. The
majority of the increases during the third quarter of fiscal 2006 compared to
the third quarter of fiscal 2005 were attributable to salaries and benefits
(primarily as a result of increased personnel to accommodate the Company's
growth), third party new product development costs, and materials,
certification and tooling expenses.

Selling, Marketing and Administration Expenses

Selling, marketing and administrative expenses consist primarily of salaries
and benefits, marketing, advertising and promotion, travel and entertainment,
legal, audit and other professional fees, related information technology and
office infrastructure support, recruiting, and foreign exchange gain or loss.



                                      20
<PAGE>

                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



Selling, marketing and administrative expenses increased by $34.7 million to
$84.0 million for the third quarter of fiscal 2006 compared to $49.3 million
for the same period in fiscal 2005. As a percentage of revenue, selling,
marketing and administrative expenses increased to 15.0% in the current quarter
versus 13.5% in the same period last year. The net increase of $34.7 million
was primarily attributable to increased expenditures for marketing, advertising
and promotion expenses, compensation expense and consulting and external
advisory costs. Other increases were attributable to recruiting, travel and
legal fees.

Litigation

Overview and Recent Developments

The following overview is a brief summary of the Company's litigation with NTP
and is qualified in its entirety by, and should be read in conjunction with,
the more detailed information about the litigation appearing below under
"Chronology" and "Discussion".

As has been more fully disclosed in the Company's annual consolidated financial
statements and notes for the fiscal years ended February 26, 2005, February 28,
2004 and March 1, 2003, the Company is the defendant in a patent litigation
matter brought by NTP alleging that the Company infringed on eight of NTP's
patents. See also the Consolidated Financial Statements - note 10 - Litigation.

The matter went to trial in 2002 in the District Court, and the jury issued a
verdict in favor of NTP. In 2003, the District Court ruled on NTP's request for
an injunction with respect to RIM continuing to sell BlackBerry handhelds,
software and service in the United States. The District Court granted NTP the
injunction requested; however, the District Court then immediately granted
RIM's request to stay the injunction sought by NTP pending the completion of
RIM's appeal. In December 2004, the Court of Appeals for the Federal Circuit
(the "CAFC") ruled on the appeal by the Company of the District Court's
judgment. As described in further detail in the Chronology below, the CAFC's
decision would vacate the District Court's judgment and the injunction, and
remand the case to the District Court for further proceedings consistent with
the CAFC's ruling. Further court proceedings followed.

On March 16, 2005, the parties jointly announced the signing of a binding Term
Sheet that resolved all current litigation between them. On June 9, 2005, RIM
announced that, due to an impasse in the process of finalizing a definitive
licensing and settlement agreement, RIM would take court action to enforce the
Term Sheet. Further court proceedings followed. On November 30, 2005, the
District Court ruled that the March 2005 settlement was not enforceable. On
December 16, 2005, the District Court issued a scheduling order which requested
initial briefs by both parties by January 17, 2006 with responses by both
parties due by February 1, 2006. A hearing date has not yet been scheduled by
the District Court.

During the upcoming proceedings, the District Court will be asked to decide a
variety of matters relating to the litigation, including the impact of the
CAFC's decision on issues of liability and damages. RIM also expects NTP to ask
the District Court to enter a new injunction. The District Court will schedule
a hearing prior to deciding each of these matters. In the meantime, RIM has
filed a request that the United States Supreme Court (the "Supreme Court")
accept its appeal of the CAFC's decision.


                                      21
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



A detailed chronology of the NTP litigation as well as management's discussion
and analysis of the NTP litigation follows.

Chronology

The matter went to trial in 2002 in the District Court, and the jury issued a
verdict in favor of NTP on November 21, 2002, finding that certain of the
products and services that the Company sells in the United States infringe on
five of NTP's patents. As a result, the jury awarded damages based upon its
assessment of the estimated income derived from certain of the Company's
revenues that were considered "infringing revenues".

On August 5, 2003, the District Court ruled on NTP's request for an injunction
with respect to RIM continuing to sell BlackBerry devices, software and service
in the United States and entered judgment with respect to several previously
announced monetary awards issued in favor of NTP. The District Court granted
NTP the injunction requested; however, the District Court then immediately
granted RIM's request to stay the injunction sought by NTP pending the
completion of RIM's appeal. On June 7, 2004, the Company and NTP each made oral
submissions before the CAFC.

On December 14, 2004, the CAFC ruled on the appeal by the Company of the
District Court's judgment. The CAFC concluded that the District Court erred in
construing the claim term "originating processor", which appears in five of
sixteen claims within NTP's patents, but did not err in construing any of other
claim terms on appeal and affirmed the remainder of the District Court's claim
constructions. The CAFC further concluded that the District Court correctly
found infringement under 35 U.S.C. section 271(a), correctly denied the
Company's motion for judgment as a matter of law and did not abuse its
discretion in three of its evidentiary rulings.

The CAFC December 2004 decision would remand to the District Court the
questions of whether and to what extent the jury verdict of infringement should
be set aside, based on the prejudicial effect, if any, of the District Court's
erroneous claim construction of the term "originating processor". The CAFC
ordered that should such prejudicial effect be shown, and because the jury
verdict did not specify the amount of infringing sales attributed to each
individual patent claim, or the specific devices and services determined by the
jury to infringe each separately asserted claim, the District Court on remand
will also have to determine the effect of any alteration of the jury verdict on
the District Court's damage award and on the scope of the District Court's
injunction. Accordingly, the CAFC decision would vacate the District Court's
judgment and the injunction, and remand the case to the District Court for
further proceedings consistent with the CAFC's ruling. As a result, the CAFC
would affirm-in-part, vacate-in-part and remand certain matters for further
proceedings. The Company filed a petition for rehearing.

During the fourth quarter of fiscal 2005, the Company and NTP entered into
settlement negotiations, which concluded with the parties jointly announcing
the signing of a binding Term Sheet on March 16, 2005, that resolved all
current litigation between them. As part of the resolution, NTP granted RIM and
its customers an unfettered right to continue its BlackBerry-related wireless
business without further interference from NTP or its patents. This resolution
related to all NTP patents involved in the current litigation as well as all
current and future NTP patents. The resolution covered all of RIM's past and
future products, services and technologies and also covered all customers and
providers of RIM products and services, including wireless carriers,
distributors, suppliers and independent software vendor ("ISV") partners. Under
the terms of the resolution, RIM would have the right to grant sublicenses
under the NTP patents to anyone for products or services that interface,
interact or combine with RIM's products, services


                                      22
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



or infrastructure. The resolution permitted RIM and its partners to sell its
products, services and infrastructure completely free and clear of any claim by
NTP, including any claims that NTP may have against wireless carriers, ISV
partners or against third party products that use RIM's BlackBerry
Connect/BlackBerry Built-In technology. The parties announced that RIM would
pay to NTP $450 million in final and full resolution (the "resolution amount")
of all claims to date against RIM, as well as for a fully-paid up license (the
"NTP license") going forward. As discussed below, due to an impasse in the
process of finalizing a definitive licensing and settlement agreement, RIM
subsequently took action to enforce the Term Sheet. On November 30, 2005, the
District Court ruled that the Term Sheet was not enforceable. See management's
discussion below of the impact of the November 30, 2005 ruling on the Company's
accounting for the litigation.

During the fourth quarter of fiscal 2005, the Company recorded an incremental
expense of $294.2 million to adjust the total NTP provision to the resolution
amount plus current and estimated legal, professional and other fees, less the
previous cumulative quarterly provisions for enhanced compensatory damages,
prejudgment interest, plaintiff's attorney fees, estimated postjudgment
interest, and current and estimated future costs with respect to legal and
other professional fees, and the acquisition of a $20 million intangible asset.

As noted above, on June 9, 2005, RIM announced that, due to an impasse in the
process of finalizing a definitive licensing and settlement agreement with NTP,
RIM would take court action to enforce the binding Term Sheet agreed upon and
jointly announced by RIM and NTP on March 16, 2005. In order to enforce the
Term Sheet, RIM filed a Motion to Stay Appeal and Remand for Enforcement of
Settlement Agreement, which requested that the CAFC stay the appeal and remand
to the District Court to enforce the Term Sheet.

On June 10, 2005, NTP filed its Response with the CAFC, in which it opposed
RIM's motion and alleged there was, and is, no settlement agreement reached by
the parties. NTP's Response asked the CAFC to dispose of RIM's petition for
rehearing, and remand the patent dispute to the District Court for the further
proceedings contemplated in the CAFC's December 14, 2004 decision. On June 13,
2005, RIM filed its Reply with the CAFC.

During the first quarter of fiscal 2006, the Company recorded an expense of
$6.5 million to account for incremental current and estimated future legal and
professional fees.

On August 2, 2005, the CAFC issued a ruling that denied RIM's motion to stay
the appeal and to remand the case to the District Court to enforce the
settlement terms. The CAFC was not asked to and did not rule on the enforcement
of the settlement and therefore the effect of this ruling was to leave matters
relating to the enforcement of the settlement to be decided by the District
Court.

In addition to the denial of the stay motion, the CAFC also issued a ruling on
the appeal proceedings on August 2, 2005. In January 2005, RIM had petitioned
the CAFC for a rehearing of the CAFC's initial December 14, 2004 ruling by the
three-judge panel and/or en banc review by all active judges of the CAFC. In
its August 2, 2005 ruling, the CAFC granted RIM's petition for rehearing by the
three-judge panel, thereby rendering moot the petition for en banc review. In
its ruling, the three-judge panel of the CAFC formally withdrew its original
decision of December 14, 2004, and replaced it with a new decision.

At trial in the District Court in 2002, NTP had successfully asserted 16 claims
of five patents against RIM. The August 2, 2005 CAFC decision reversed the
District Court's ruling of


                                      23
<PAGE>

                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



infringement on six of the 16 claims, and found that RIM does not infringe
those six claims, which removes one of the five patents from the case.
Consistent with its prior ruling, the CAFC also vacated the District Court's
finding of infringement of an additional three of the 16 patent claims because
the District Court erred in construing their scope, and remanded to the
District Court for further proceedings based on the new claim construction.
Infringement of the remaining seven claims contained in the four remaining NTP
patents was affirmed in the August 2, 2005 ruling.

Consistent with its December 2004 ruling, the CAFC also vacated the damages
award and injunction imposed by the District Court and ordered further
proceedings.

On August 16, 2005, RIM petitioned the CAFC for a rehearing of the CAFC's
August 2, 2005 ruling as to the affirmed patent claims by the three-judge panel
and/or en banc review by all active judges of the CAFC. The CAFC requested that
NTP file a response. NTP filed a response on August 31, 2005.

During the second quarter of fiscal 2006, the Company recorded an expense of
$6.6 million to account for incremental current and estimated future legal and
professional fees.

On October 7, 2005, the CAFC denied RIM's petition to rehear the three-judge
panel decision that was issued on August 2, 2005. On October 21, 2005, the CAFC
denied RIM's motion to stay further proceedings in the case until the Supreme
Court decides whether it will accept an appeal of the decision in this case,
and ordered that its mandate remanding the case to the District Court be
effective on October 21, 2005. On October 26, 2005, the Supreme Court denied
RIM's motion to stay further proceedings in the case until it decides whether
it will accept an appeal of the decision in the case.

On November 9, 2005, the District Court issued a Scheduling Order in which it
determined that it would review matters in the following order: the
enforceability of the Term Sheet, the Company's request for a stay of the
judicial proceedings until completion of the re-examination proceedings in the
Patent Office, and thereafter the remand issues. As noted above, on November
30, 2005, the District Court issued two rulings in the patent litigation
between the Company and NTP. The District Court ruled that the Term Sheet
entered between the parties in March 2005 to settle the litigation was not an
enforceable agreement. Other details of the ruling were filed under seal by the
District Court, therefore RIM cannot comment further on the details of the
decision. The District Court also denied RIM's motion to stay further
proceedings in the case until the Patent Office reaches a final determination
in its re-examination of the NTP patents. As a result of the rulings, further
proceedings will continue in the District Court. See management's discussion
below of the impact of the November 30, 2005 ruling on the Company's accounting
for the litigation.

On December 9, 2005, RIM filed a request that the Supreme Court accept an
appeal of the CAFC's August 2, 2005 decision in relation to its affirmation of
infringement on seven litigated patent claims. NTP filed an opposition to RIM's
Petition for a Writ of Certiorari on December 23, 2005 and RIM filed its Reply
Brief to NTP's opposition on January 3, 2006.


On December 16, 2005, the District Court issued a Scheduling Order which
required initial briefs on the remand issues filed by both parties by January
17, 2006, with responses by both parties due by February 1, 2006. The District
Court also granted the U.S. Department of Justice ("DOJ")


                                      24
<PAGE>

                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



leave to file a brief addressing the scope and timing of implementing an
injunction if one were granted. A hearing date has not yet been scheduled by
the District Court.

Discussion

During the upcoming proceedings, the District Court will be asked to decide a
variety of matters relating to the litigation, including the impact of the
CAFC's reversal of infringement findings on issues of liability and damages.
RIM also expects NTP to ask the District Court to enter a new injunction
prohibiting RIM from providing BlackBerry service and from using, selling,
manufacturing or importing its devices and software in the United States. The
District Court is expected to schedule a hearing prior to deciding each of
these matters. RIM maintains that an injunction is inappropriate given the
specific facts of this case, including:

     o    the outright rejection of all NTP patent claims in rigorous initial
          Office Actions already issued by the Patent Office (the rejections
          were based in part on prior art not considered in the District Court
          trial in 2002 and were derived through a recently improved Patent
          Office process whereby re-examination decisions now require thorough
          review and unanimous agreement from a panel of supervisors and senior
          patent examiners);
     o    the fact that the Patent Office has issued second Office Actions on
          three of the four remaining patents adjudicated on that took into
          account NTP's responses to the initial Office Actions and found them
          unpersuasive, thus maintaining its rejections, and is expected to
          continue issuing its next Office Actions with special dispatch;
     o    RIM's pending request for Supreme Court review;
     o    the Supreme Court's November 28, 2005 decision to hear the appeal in
          the case of MercExchange v. eBay on questions relating to the
          circumstances in which injunctions should be available in patent
          litigation; and
     o    public interest concerns relating to any potential suspension or
          interruption of BlackBerry service in the United States.

RIM believes these factors should hold significant weight in any decisions
relating to an injunction, however it will ultimately be up to the courts to
decide these matters and there can never be an assurance of a favorable outcome
in any litigation.

As noted above, RIM has filed a request that the Supreme Court accept an appeal
of the CAFC's August 2, 2005 decision in relation to its affirmation of
infringement on seven litigated patent claims. NTP filed an opposition to RIM's
Petition for a Writ of Certiorari on December 23, 2005 and RIM filed its Reply
Brief to NTP's opposition on January 3, 2006. While further review by the
Supreme Court is generally uncommon, RIM continues to believe this case raises
significant national and international issues warranting further appellate
review.

As a contingency, RIM has also been preparing software workaround designs which
it intends to implement if necessary to maintain the operation of BlackBerry
services in the United States if an injunction is granted to NTP. While RIM
believes that the software workaround designs do not infringe on NTP's patents,
it will ultimately be up to the courts to determine whether this is the case,
and the Company cannot provide any assurance in this regard. If an injunction
is granted to NTP and RIM is not able to promptly vacate, stay or overturn the
injunction, provide services or products outside the scope of the NTP patents,
or enter into a license with NTP on reasonable terms: (a) RIM may be unable to
continue to export or make available for sale its wireless devices and software
into the United States and/or make available BlackBerry service to users in the


                                      25
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



United States, which is the largest market for RIM's products and services; and
(b) the Company may have to terminate the contractual arrangements with its
customers, carriers and resellers in the United States, and the Company could
be subject to claims for any losses incurred or claims against such customers,
carriers and resellers. The costs related to implementing software workaround
solutions as well as other potential losses from an injunction would be
material to the Company's operating results and financial position.

During the third quarter of fiscal 2006, the Company recorded an expense of
$26.2 million to account for incremental current and estimated future legal and
professional fees in the amount of $7.9 million as well as an accrual in the
amount of $18.3 million to write-off the intangible asset following the
November 30, 2005 ruling.

As at the end of the Company's current fiscal period, the amount of further
loss, if any, was not reasonably determinable given the inherent uncertainty of
the outcome of the litigation and the application of judicial discretion. The
litigation accrual of $450 million, which amount had previously been agreed to
by the parties to settle the dispute, represents the Company's best current
estimate as to the litigation expense relating to this matter based on current
knowledge and consultation with legal counsel. Consequently, no additional
amounts, from those described above and in note 10 to the Consolidated
Financial Statements, have been provided for as NTP litigation expenses as at
November 26, 2005. The actual resolution of the NTP matter may materially
differ from the provisions recorded as at November 26, 2005 as a result of
future rulings by the courts, a settlement between the parties or
implementation of workaround solutions, therefore potentially causing future
quarterly or annual financial results to be materially affected, either
adversely or favorably. The Company would therefore be required at that time to
make additional significant adjustments for such legal proceedings or a
settlement amount in the event of further developments or resolution in this
matter, consistent with U.S. GAAP.


Investment Income

Investment income increased by $7.4 million to $17.5 million in the third
quarter of fiscal 2006 from $10.1 million compared to the same period last
year. The increase primarily reflects improved interest rate yields and the
significant increase in cash, cash equivalents, short-term investments and
investments during the current quarter compared to the prior year's fiscal
period.

Income Taxes

For the third quarter of fiscal 2006, the Company's income tax expense with
respect to net income earned was $45.6 million, resulting in an effective tax
rate of 27.5%. The deferred tax asset recorded on the balance sheet relates
primarily to the NTP matter and the November 30, 2005 District Court ruling
that the Term Sheet is not binding and therefore the accrued litigation amount
is not currently deductible for income tax purposes. This has resulted in a
reallocation of income tax expense between current and deferred income taxes in
the current quarter.

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.


                                      26
<PAGE>



                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



For the third quarter of fiscal 2005, the Company's income tax expense with
respect to net income earned was $1.7 million and pertained to Canadian large
corporation taxes and certain other minimum and foreign taxes. The Company's
remaining income tax expense was offset by the utilization of previously
unrecognized deferred tax assets. As at November 27, 2004, the Company had
determined that it was not able to satisfy the "more likely than not" standard
and continued to take a full valuation allowance on its available deferred tax
assets.

Net Income

Net income was $120.1 million, or $0.63 per share basic and $0.61 per share
diluted, in the third quarter of fiscal 2006 compared to net income of $90.4
million, or $0.48 per share basic and $0.46 per share diluted, in the prior
year's comparable period.

The weighted average number of shares outstanding was 189.3 million common
shares for basic earnings per share ("EPS") and 196.3 million common shares for
diluted EPS in the third quarter of fiscal 2006, compared to 188.3 million
common shares for basic EPS and 197.8 million common shares for diluted EPS for
the third quarter of fiscal 2005.

Nine months ended November 26, 2005 compared to the nine months ended November
27, 2004

Revenue

Revenue for first nine months of fiscal 2006 was $1.5 billion, an increase of
$559.0 million, or 59.1%, from $945.6 million in the first nine months of
fiscal 2005.

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

<TABLE>

                                                 Nine Months Ended                                  Change - Fiscal
                                    November 26, 2005            November 27, 2004                      2006/2005
                               ------------------------------------------------------------------------------------------
<CAPTION>

<S>                                  <C>                          <C>                          <C>                 <C>
Handheld devices sold                2,925,000                    1,732,000                    1,193,000           68.9%
                               =================            =================           =================================

ASP                              $         359                 $        384                  $       (25)          -6.6%
                               =================            =================           =================================

Revenue Mix

Handheld devices                 $    1,048,713       69.7%    $     664,531      70.3%      $   384,182           57.8%
Service                                 266,349       17.7%          167,377      17.7%           98,972           59.1%
Software                                127,588        8.5%           75,911       8.0%           51,677           68.1%
Other                                    61,976        4.1%           37,826       4.0%           24,150           63.8%
                               ------------------------------------------------------------------------------------------
                                 $    1,504,626      100.0%    $     945,645     100.0%      $   558,981           59.1%
                               ==========================================================================================

</TABLE>


Handheld device revenue increased by $384.2 million, or 57.8%, to $1.05
billion, or 69.7% of consolidated revenue in the first nine months of fiscal
2006 compared to $664.5 million, or 70.3%


                                      27
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



of consolidated revenue in the first nine months of fiscal 2005. This increase
in handheld device revenue over the prior year's period is primarily
attributable to a volume increase of 1,193,000 devices sold or 68.9% to
approximately 2,925,000 devices sold in the first nine months of fiscal 2006
compared to approximately 1,732,000 devices sold in the first nine months of
fiscal 2005, partially offset by a decrease of $25, or 6.6%, in ASP to $359 in
the current nine month fiscal period from $384 in the first nine months of
fiscal 2005.

Service revenue increased by $98.9 million, or 59.1%, to $266.3 million and
comprised 17.7% of consolidated revenue in the first nine months of fiscal 2006
compared to $167.4 million, or 17.7% of consolidated revenue in the first nine
months of fiscal 2005. BlackBerry subscriber account additions were
approximately 1.8 million for the nine month period ended November 26, 2005
compared to approximately 1.0 million for the comparable period last year.

Software revenue increased $51.7 million, or 68.1%, to $127.6 million in the
first nine months of fiscal 2006 from $75.9 million in the first nine months of
fiscal 2005.

Other revenue increased by $24.2 million to $62.0 million in the first nine
months of fiscal 2006 compared to $37.8 million in the first nine months of
fiscal 2005. The majority of the increase was attributable to increases in
non-warranty repair, NRE and accessories revenue.

Gross Margin

Gross margin increased by $347.4 million, or 71.7 %, to $832.0 million, or
55.3% of revenue, in the first nine months of fiscal 2006, compared to $484.6
million, or 51.2% of revenue, in the same period of the previous fiscal year.
During the second quarter of fiscal 2006, the Company recorded charges to cost
of sales for an incremental warranty provision, due to a change in the
estimated return rates and average repair cost per unit for certain handheld
product lines, and for the write-down of certain excess and obsolete sundry and
accessories inventories to their respective estimated net realizable values.
These two charges totaled $6.2 million or 0.4% of consolidated revenues.

The net improvement of 4.1% in consolidated gross margin percentage was
primarily due to the following factors:

o    Favorable changes in BlackBerry device product mix in the first nine
     months of fiscal 2006;
o    Improved service margins resulting from cost efficiencies in RIM's network
     operations infrastructure as a result of the increase in BlackBerry
     subscribers in the first nine months of fiscal 2006 compared to the first
     nine months of fiscal 2005;
o    Software revenue at $127.6 million comprised 8.5% of the consolidated
     revenue mix in the first nine months of fiscal 2006, compared to $75.9
     million and 8.0% respectively in the first nine months of fiscal 2005;
o    A decline in certain fixed costs as a percentage of consolidated revenue
     as the Company continues to realize economies of scale in its
     manufacturing operations as well as certain raw material cost reductions
     relating to the leveraging of its supply chain; and
o    An increase in NRE and non-warranty repair revenue in the first nine
     months of fiscal 2006.


                                      28
<PAGE>



                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



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

Research and Development

Research and development expenditures increased by $41.7 million to $113.8
million, or 7.6% of revenue, in the nine months ended November 26 2005,
compared to $72.1 million, or 7.6% of revenue, in the first nine months of
fiscal 2005. The majority of the increases during the first nine months of
fiscal 2006, compared to fiscal 2005, were attributable to salaries and
benefits, third party new product development costs, travel, office and related
staffing infrastructure costs.


Selling, Marketing and Administration Expenses

Selling, marketing and administrative expenses increased by $85.0 million to
$219.1 million for the first nine months of fiscal 2006 compared to $134.1
million for the comparable period in fiscal 2005. As a percentage of revenue,
selling, marketing and administrative expenses increased to 14.6% in the
current fiscal period versus 14.2% in the comparable preceding fiscal period.

The net increase of $85.0 million was primarily attributable to increased
expenditures for marketing, advertising and promotion expenses, compensation
expense, consulting and external advisory costs, travel, and office and related
staffing infrastructure costs.


Amortization

Amortization expense of certain capital and intangible assets increased by $7.8
million to $34.6 million for the first nine months of fiscal 2006 compared to
$26.8 million for the comparable period in fiscal 2005.

Investment Income


Investment income increased by $21.8 million to $47.0 million in the first nine
months of fiscal 2006 from $25.2 million for the same period last year. The
increase primarily reflects improved interest rate yields and the increase in
cash, cash equivalents, short-term investments and investments during the
current fiscal period compared to the prior year's fiscal period.

Income Taxes

For the first nine months of fiscal 2006, the Company's income tax expense was
$108.5 million resulting in an effective tax rate of 23.0%. During the first
quarter of fiscal 2006, the tax provision was reduced by $27.0 million as a
result of the Company recognizing incremental cumulative ITC's attributable to
prior fiscal years. ITC's are generated as a result of the Company incurring
eligible SR&ED expenditures, which, under the "flow-through" method, are
credited as a reduction of income tax expense. The Company recorded this $27.0
million


                                      29
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



reduction in its deferred income tax provision as a result of a favorable tax
ruling involving another Canadian technology corporation, but also applicable
to the Company. The tax ruling determined that stock option benefits are
considered eligible SR&ED expenditures.

The deferred tax asset recorded on the balance sheet relates primarily to the
NTP matter and the November 30, 2005 District Court ruling that the Term Sheet
is not binding and therefore the accrued litigation amount is not currently
deductible for income tax purposes. This has resulted in a reallocation of
income tax expense between current and deferred income taxes in the current
quarter.

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.

For the first nine months of fiscal 2005, the Company's income tax expense was
$2.3 million and pertained to Canadian large corporation taxes and certain
other minimum and foreign taxes. The Company's remaining income tax expense was
offset by the utilization of previously unrecognized deferred tax assets.


Net Income

Net income was $363.7 million, or $1.91 per share basic and $1.84 per share
diluted, in the first nine months of fiscal 2006 compared to net income of
$216.0 million, or $1.15 per share basic and $1.10 per share diluted, in the
prior year's comparable period.

The weighted average number of shares outstanding was 190.1 million common
shares for basic EPS and 197.2 million common shares for diluted EPS for the
nine months ended November 26, 2005, compared to 187.1 million common shares
for basic EPS and 196.2 million common shares for diluted EPS for nine months
ended November 27, 2004.


Liquidity and Capital Resources

Three months ended November 26, 2005 compared to the three months ended August
27, 2005

Cash and cash equivalents, short-term investments and investments decreased by
$293.0 million to $1.61 billion as at November 26, 2005 from $1.90 billion as
at August 27, 2005 resulting primarily from the Company's current quarter share
repurchase of 6.3 million common shares in the amount of $391.2 million
pursuant to the Company's Common Share Repurchase Program, partially offset by
the net cash generated from operations in the current quarter. The majority of
the Company's cash and cash equivalents, short-term investments and investments
are denominated in U.S. dollars as at November 26, 2005.

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



                                      30
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005


<TABLE>
<CAPTION>

                                                    As at             As at
                                                 November 26,      August 27,
                                                    2005              2005            Change
                                                -----------------------------------------------------
<S>                                              <C>             <C>               <C>
Cash and cash equivalents                        $    733,111    $  1,083,390      $ (350,279)
Short-term investments                                181,537         123,593          57,944
Investments                                           690,949         691,598            (649)
                                                -----------------------------------------------------
Cash, cash equivalents, short-term
investments and investments                      $  1,605,597    $  1,898,581      $ (292,984)
                                                =====================================================
</TABLE>


Three months ended November 26, 2005 compared to the three months ended
November 27, 2004

Cash flow provided by operating activities was $148.3 million in the third
quarter of fiscal 2006, compared to cash flow provided by operating activities
of $72.8 million in the third quarter of the preceding fiscal year,
representing an increase of $75.5 million. The table below summarizes the key
components of this net increase.

<TABLE>
<CAPTION>

                                              Three Months Ended                     Change
                                   November 26, 2005        November 27, 2004      2005/2004
                            ---------------------------------------------------------------------
<S>                                 <C>                      <C>                    <C>
Net income                          $     120,149            $      90,395          $  29,754

Amortization                               21,464                   15,741              5,723
Changes in:
  Trade receivables                       (42,777)                 (55,378)            12,601
  Other receivables                        (8,529)                     241             (8,770)
  Inventory                               (27,956)                 (12,832)           (15,124)
  Accounts payable                         29,325                   23,971              5,354
  Accrued liabilities                      28,549                    1,549             27,000
  All other                                28,061                    9,083             18,978
                            -------------------------------------------------------------------
                                    $     148,286            $      72,770          $  75,516
                            ===================================================================
</TABLE>

Cash flow used in financing activities was $387.4 million for the third quarter
of fiscal 2006 compared to cash flow provided by financing activities of $17.9
million in the fiscal 2005 comparable period. The use of cash in the third
quarter of fiscal 2006 was primarily attributable to the repurchase of 6.3
million common shares in the amount of $391.2 million pursuant to the Company's
Common Share Repurchase Program.

Cash flow used in investing activities was $110.9 million for the third quarter
of fiscal 2006, which included transactions involving the proceeds on sale or
maturity of short-term investments and investments, net of the costs of
acquisition in the amount of $59.9 million as well as $51.0 million which
included capital asset additions of $43.6 million and intangible asset
additions of $7.4 million. For the third quarter of the prior fiscal year, cash
flow used in investing activities was $155.4 million and included transactions
involving the costs of acquisition of short-term investments and investments,
net of the proceeds on sale or maturity in the amount of $124.3


                                      31
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



million as well as $31.1 million which included capital asset additions of
$25.3 million and intangible asset additions of $5.8 million.


Nine months ended November 26, 2005 compared to the nine months ended November
27, 2004

Cash flow provided by operating activities was $458.0 million in the first nine
months of fiscal 2006 compared to cash flow provided by operating activities of
$190.0 million in the first nine months of the preceding fiscal year,
representing an increase of $268.0 million. The table below summarizes the key
components of this net increase.

<TABLE>

                                                     Nine Months Ended                    Change
                                           November 26, 2005     November 27, 2004       2005/2004
                                    ----------------------------------------------------------------

<CAPTION>

<S>                                      <C>                     <C>                 <C>
Net income                               $     363,724           $     215,960       $  147,764

Amortization                                    60,657                  50,535           10,122
Changes in:
  Trade receivables                            (65,134)                (83,016)          17,882
  Other receivables                            (28,066)                (12,406)         (15,660)
  Inventory                                    (19,389)                (46,287)          26,898
  Accounts payable                              62,300                  39,678           22,622
  Accrued liabilities                           47,235                  21,939           25,296
  All other                                     36,651                   3,609           33,042
                                    ------------------------------------------------------------
                                         $     457,978           $     190,012       $  267,966
                                    ============================================================

</TABLE>

Cash flow used for financing activities was $375.9 million for the first nine
months of fiscal 2006 compared to cash flow provided by financing activities of
$49.6 million in the fiscal 2005 comparable period with the use of cash in
fiscal 2006 primarily attributable to the repurchase of common shares.

Cash flow provided by investing activities was $41.0 million for the first nine
months of fiscal 2006, which included transactions involving the proceeds on
sale or maturity of short-term investments and investments, net of the costs of
acquisition in the amount of $192.7 million offset, in part, by $151.7 million
relating to capital asset expenditures of $130.6 million and intangible asset
expenditures of $17.3 million. For the first nine months of the prior fiscal
year, cash flow used for investing activities was $786.2 million which included
transactions involving the costs of acquisition of short-term investments and
investments, net of the proceeds on sale or maturity in the amount of $707.6
million as well as $78.6 million relating to capital asset expenditures of
$62.2 million and intangible asset expenditures of $14.3 million.

NTP Litigation Funding

See also "Litigation" and notes 10 and 13(a) to the Consolidated Financial
Statements.

Commencing in the first quarter of fiscal 2004 and on a quarterly basis
thereafter, the District Court has required the Company to deposit the sum of
the current fiscal period's enhanced


                                      32
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



compensatory damages amount, calculated as 8.55% of infringing revenue (as
determined by the District Court), plus postjudgment interest, into a bank
escrow account, subsequent to the end of each fiscal quarter (the "quarterly
deposit"). The quarterly deposit is set aside in escrow until the completion of
the ongoing litigation with NTP. Subsequent to November 26, 2005, the Company
made the quarterly deposit with respect to the third quarter of fiscal 2006
because RIM remains under a court order to do so while the appeal remains
pending. The quarterly deposit obligation for the first three quarters of
fiscal 2006 and the quarterly deposits for fiscal 2005 and fiscal 2004 are
reflected as Restricted cash of $196.1 million on the Consolidated Balance
Sheet as at November 26, 2005.

The Company has a $70 million Letter of Credit Facility (the "Facility") in
place with a Canadian financial institution and had previously utilized $48
million of the Facility in order to fund a letter of credit to partially
satisfy the Company's liability and funding obligation in the NTP matter, as
described in note 10 to the Consolidated Financial Statements. The letter of
credit of $48 million excludes the quarterly deposits into the escrow bank
account, which are shown as Restricted cash on the Company's Consolidated
Balance Sheets. The Company has pledged specific investments as security for
the Facility.

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
November 26, 2005:

<TABLE>
<CAPTION>
                                                                             One to     Four to     Greater
                                                              Less than      Three       Five      than Five
                                                  Total       One Year       Years       Years       Years
                                             ------------------------------------------------------------------
<S>                                             <C>           <C>           <C>        <C>         <C>
Long-term debt                                  $   6,953     $     249     $  6,704   $      -    $      -
Operating lease obligations                        54,179         3,214       12,644      8,670      29,651
Purchase obligations and commitments              338,154       338,154            -          -           -
                                             ------------------------------------------------------------------
Total                                           $ 399,286     $ 341,617     $ 19,348   $  8,670    $ 29,651
                                             ==================================================================
</TABLE>


Purchase obligations and commitments of $338.2 million as of November 26, 2005,
in the form of purchase orders or contracts, are primarily for the purchase of
raw materials, as well as for capital assets and other goods and services. The
expected timing of payment of these purchase obligations and commitments is
estimated based upon current information. Timing of payment and actual amounts
paid may be different depending upon the time of receipt of goods and services
or changes to agreed-upon amounts for some obligations. The Company may also be
liable for certain key suppliers' component part inventories and purchase
commitments if the Company's changes to its demand plans adversely affects
these certain key suppliers.

As of November 26, 2005, the Company had commitments on account of capital
expenditures of approximately $22.1 million included in the $338.2 million
above, primarily for manufacturing, information technology including service
operations.

The Company intends to fund current and future capital and intangible asset
expenditure requirements from existing financial resources and cash flows.



                                      33
<PAGE>



                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



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

Cash, cash equivalents, short-term investments and investments were $1.61
billion as at November 26, 2005. The Company's cash position, net of its
estimated $450 million NTP litigation resolution liability, is $1.35 billion,
as $196.1 million has already been funded into escrow (see "NTP Litigation
Funding"). The Company's believes its financial resources 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.

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 of the U.S. Dollar. The majority
of the Company's revenues in fiscal 2006 are transacted in U.S. Dollars,
Canadian Dollars, Euros and British Pounds. Purchases of raw materials are
primarily transacted in U.S. Dollars. Other expenses, consisting of the
majority of salaries, certain operating costs and most manufacturing overhead,
are incurred primarily in Canadian Dollars. At November 26, 2005, approximately
2% of cash and cash equivalents, 27% of trade receivables and 22% of accounts
payable and accrued liabilities are denominated in foreign currencies (November
27, 2004 - 2%, 34%, and 24%, respectively). These foreign currencies include
the Canadian Dollar, British Pound 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 forward contracts and options. The
Company does not use derivative instruments for speculative purposes.

To hedge exposures relating to foreign currency anticipated transactions, the
Company has entered into forward contracts to sell U.S. Dollars and purchase
Canadian Dollars, to sell Euros and purchase U.S. Dollars, and to sell British
Pounds and purchase U.S. Dollars. These contracts have been designated as cash
flow hedges, with the resulting changes in fair value 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. These cash flow hedges were fully effective at November 26, 2005. As
at November 26, 2005, the unrealized gain on these forward contracts was
approximately $23.1 million (November 27, 2004 - $29.7 million). These amounts
were included in Other current assets and Accumulated other comprehensive
income.

To hedge exposure relating to foreign currency denominated long-term debt, the
Company has entered into forward contracts to sell U.S. Dollars and purchase
Canadian Dollars. These contracts have been designated as fair value hedges,
with gains and losses on the hedge instruments being recognized in earnings
each period, offsetting the change in the U.S. dollar value of the hedged
liability. As at November 26, 2005, a gain of $0.3 million was recorded in
respect of this amount (November 27, 2004 - $0.8 million). This amount was
included in Selling, marketing and administration expenses.


                                      34
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



To hedge exposure relating to foreign currency cash and receivable balances,
the Company has entered into forward contracts to sell Canadian Dollars and
purchase U.S. Dollars, to sell Euros and purchase U.S. Dollars, to sell British
Pounds and purchase U.S. Dollars, and to sell Hungarian Forint and purchase
U.S. Dollars. These contracts have been designated as fair value hedges, with
gains and losses on the hedge instruments being recognized in earnings each
period, offsetting the change in the U.S. Dollar value of the hedged assets. As
at November 26, 2005, a loss of $0.3 million was recorded in respect of this
amount (November 27, 2004 - loss of $1.4 million). This amount was included in
Selling, marketing and administration expenses.

To hedge exposure relating to foreign currency deferred income taxes, the
Company has entered into forward contracts to sell Canadian Dollars and
purchase U.S. Dollars. These contracts have been designated as fair value
hedges, with gains and losses on the hedge instruments being recognized in
earnings each period, offsetting the change in the U.S. Dollar value of the
hedged asset. As at November 26, 2005, a gain of $0.1 million was recorded in
respect of this amount (November 27, 2004 - nil). This amount was included in
Selling, marketing and administration expenses.

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

RIM has historically been dependent on an increasing number of significant
telecommunications carrier customers ("carriers") and on larger more complex
contracts with respect to sales of the majority of its products and services.
The Company expects this trend to continue as it generates an increasing amount
of its handheld device products, software and relay access service revenues
through network carriers and resellers, rather than directly. The Company is
undergoing 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. While the Company sells to a variety of customers,
three customers comprised 16%, 16% and 15% of trade receivables as at November
26, 2005 (August 27, 2005 - three customers comprised 16%, 16% and 12%).
Additionally, three customers comprised 19%, 17% and 15% of the Company's third
quarter sales in fiscal 2006 (third quarter of fiscal 2005 - three customers
comprised 21%, 19% and 12%).

The Company is exposed to credit risk on derivative financial instruments
arising from the potential for counterparties to default on their contractual
obligations to the Company. The Company minimizes this risk by limiting
counterparties to major financial institutions and by continuously monitoring
their creditworthiness. As at November 26, 2005, the maximum exposure to a
single counterparty was 45% of outstanding derivative instruments (November 27,
2004 - 39%).

The Company is exposed to market and credit risk on its investment portfolio.
The Company limits this risk by investing only in liquid, investment grade
securities and by limiting exposure to


                                      35
<PAGE>


                           Research In Motion Limited
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
          For the Three Months and Nine Months Ended November 26, 2005



any one entity or group of related entities. As at November 26, 2005, no single
issuer represented more than 10% of the total cash, cash equivalents and
investments (November 27, 2004 - no single issuer represented more than 9% of
the total cash, cash equivalents and investments).


<PAGE>

                                                                    DOCUMENT 3

<PAGE>


                                FORM 52-109FT2

                       CERTIFICATION OF INTERIM FILINGS
                           DURING TRANSITION PERIOD


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

     1.  I have reviewed the interim filings (as this term is defined in
         Multilateral Instrument 52-109 Certification of Disclosure in
         Issuers' Annual and Interim Filings) of Research In Motion Limited
         (the issuer) for the interim period ending November 26, 2005;

     2.  Based on my knowledge, 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; and

     3.  Based on my knowledge, 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
         and for the periods presented in the interim filings.


Date:  January 6, 2006


/s/ James Balsillie
- --------------------------
James Balsillie
Co-Chief Executive Officer

<PAGE>


                                FORM 52-109FT2

                       CERTIFICATION OF INTERIM FILINGS
                           DURING TRANSITION PERIOD


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

     1.  I have reviewed the interim filings (as this term is defined in
         Multilateral Instrument 52-109 Certification of Disclosure in
         Issuers' Annual and Interim Filings)of Research In Motion Limited
         (the issuer) for the interim period ending November 26, 2005;

     2.  Based on my knowledge, 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; and

     3.  Based on my knowledge, 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
         and for the periods presented in the interim filings.


Date:  January 6, 2006


/s/ Michael Lazaridis
- --------------------------
Michael Lazaridis
Co-Chief Executive Officer

<PAGE>



                                FORM 52-109FT2

                       CERTIFICATION OF INTERIM FILINGS
                           DURING TRANSITION PERIOD


I, Dennis Kavelman, the Chief Financial Officer of Research In Motion Limited
certify that:

     1.  I have reviewed the interim filings (as this term is defined in
         Multilateral Instrument 52-109 Certification of Disclosure in
         Issuers' Annual and Interim Filings) of Research In Motion Limited
         (the issuer) for the interim period ending November 26, 2005;

     2.  Based on my knowledge, 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; and

     3.  Based on my knowledge, 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
         and for the periods presented in the interim filings.


Date:  January 6, 2006


/s/ Dennis Kavelman
- --------------------------
Dennis Kavelman
Chief Financial Officer



<PAGE>


                                   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:  January 6, 2006                       By:     /S/ DENNIS KAVELMAN
      ------------------------                  ----------------------------
                                                Name:  Dennis Kavelman
                                                Title: Chief Financial Officer


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
