Adele Ebbs - VP of IR Jim Balsillie - Co-CEO Brian Bidulka - CAO

Mike Ounjian - Credit Suisse Maynard Um - UBS Securities Mike Abramsky - RBC CapitalMarkets Paul Coster - JPMorgan Chris Umiastowski - TD Newcrest James Faucette - Pacific Crest Vivek Arya -Merrill Lynch Deepak Chopra - National BankFinancial Gus Papageorgiou - Scotia Capital

Good afternoon, ladies andgentlemen. Thank you for standing by. Welcome to the Research In Motion thirdquarter fiscal 2008 results conference call. At this time, all participantsare in a listen-only mode. Following the presentation, we will conduct aquestion-and-answer session. (Operator Instructions). I would like to remindeveryone that this conference is being recorded today, Thursday December 20,2007 at 5:00 p.m. Eastern Time. I would now like to turn theconference over to Adele Ebbs, Vice President of Investor Relations. Please goahead.

Thank you. Welcome to RIM'sfiscal 2008 third quarter results conference call. I am Adele Ebbs, RIM's VicePresident of Investor Relations. With me on the call today is Jim Balsillie,RIM's Co-CEO, and Brian Bidulka, RIM's Chief Accounting Officer. After I read the requiredforward-looking statements disclaimer, Jim will provide the business andstrategic update. Brian will then review the third quarter results, and I willdiscuss our outlook for the fourth quarter of fiscal 2008. We will then openthe call up for questions. I would like to note that thiscall is available to the general public via call-in number and webcast. Areplay of the webcast will also be available on the rim.com website. We plan towrap up the call by 6:00 p.m. Eastern this evening. Some of the statements we will bemaking today constitute forward-looking statements within the meaning of theUnited States Private Securities Litigation Reform Act of 1995 and applicableCanadian securities laws. These include statements about our expectations andestimates with respect to revenue, gross margin, operating expenses, CapEx,depreciation and amortization, investment income, earnings, earnings per share,and ASPs for Q4 and beyond, our expectations regarding RIM's near and long-termtax rates, our estimates of the number of BlackBerry subscriber accounts,subscriber account additions, replacement device sales and other non-financialestimates, our product development initiatives and timing, developmentsrelating to our carrier partners, new and expanding markets for our products,and other statements regarding our plans and objectives. We will indicate forward-lookingstatements by using words such as expect, anticipate, estimate, may, will,should, forecast, intend, believe, continue and similar expressions. Allforward-looking statements reflect our current views with respect to futureevents and are subject to risks and uncertainties in assumptions we have made. Many factors could cause ouractual results, performance or achievements to be materially different fromthose expressed or implied by our forward-looking statements, including, risksrelating to the restatement of our previously filed financial statements as aresult of our internal review of historical stock option granting practices,and regulatory investigations or litigations relating those matters, risksrelating to intellectual property, the efficient and uninterrupted operation ofRIM's network operations center, restriction on import and/or use of RIM'sproducts in certain countries due to encryption of our products, the occurrenceor perception of a breach of RIM's security measures, our reliance on suppliersand third-party manufacturers, general economic conditions, our ability toenhance our current products and develop and bring to market new product andservices, our reliance on carrier partners, risks relating to competition, risksrelating to possible product defects and product liability, our ability to effectivelymanage our growth, risk associated with our expanding foreign operations,foreign exchange risks, and other factors set forth in the forward-lookingstatements section of today's news release and the risk factors and MD&Asections in RIM's filings with the SEC and Canadian securities regulators. We base our forward-lookingstatements on information currently available to us, and we do not assume anyobligation to update them expect as required by law. I will now turn the call over toJim.

Thank you, Adele. We are pleasedto report a solid third quarter with revenue growing 100% over the same quarterlast year and earnings more than doubling year-over-year. We continue to seestrong growth in the enterprise segment and are making inroads into new marketsas well. This performance is a testament to the hard work of our employees andpartners and we look forward to continuing our strong record of growth incoming quarters. Demand for BlackBerry productsand services in Q3 was strong with approximately 1.65 million BlackBerry netsubscriber accounts additions, which was inline with our September forecast,and was 14% higher than the approximately 1.45 million of subscriber accountsadded in Q2. New products such as theBlackBerry Pearl, 8130 for CDMA and heavy promotion by our carrier partners headinginto the holiday season drove strength, especially in the later part of thequarter. We saw recent efforts in channelexpansion, retail programs and carrier support they have proved with Black Fridaybeing our strongest date ever in terms of net subscriber account additions. The success of these programs wasfurther evidenced by the notable increase in weekend net subscriber accountadditions, we have seen since Black Friday. This is in contrast to prior years.But we have traditionally seen it slow down in Black Friday, in the weekendsfollowing. So, there is also strong growthin the enterprise business in Q3. And it is clear from the results in thisquarter that BlackBerry's platforms have crossed over from being viewed as aprimarily enterprise product to being marketed as a strong mainstream offeringby our partners. At the end of Q3, approximately 34% of our subscriber base wasnon-enterprise. In North America, we saw acontinued commitment and support for the BlackBerry Solution from our partners.BlackBerry products were included in numerous AT&T back-to-school promotionsin September. And we are heavily promoted and advertised by our partners beingup to that is part of the Thanksgiving holiday promotions. In particular, we saw strength atT-Mobile with their launch of a Wi-Fi-enabled 8320 combined with their HotSpot@Home offering, and the new $9.99 BIS email pricing plan. Our CDMA partners had anexcellent quarter with continued success with the 8830 World Phone and thelaunch of the next generation BlackBerry Pearl 8130 for CDMA. At VerizonWireless, in addition to a dedicated BlackBerry Pearl national print and onlineadvertising campaign, Pearl was one of four devices featured in Verizon's nextphones now fall line of campaign, which was supported by print and onlineadvertising as well as in-store merchandising. In conjunction with the launch ofthe BlackBerry Pearl, Verizon Wireless introduced a $29.99 monthly BlackBerry serviceplan. This plan which offers customers, unlimited access to BIS e-mail andunlimited browser use has shown excellent result since launch. At Sprint therewas a continued success with the BlackBerry 8830 World edition across allchannels driven by ongoing promotion and support. In late, November Sprintlaunch the BlackBerry Pearl 8130 and supported the launch with over 1,500in-store training events and channel [facing] launch events in cities acrossthe country. For the first time ever Sprint onretail stores, merchandised around the BlackBerry Pearl 8130 allowing floorstands, counter stands, window clings and other promotional elements in totheir store. Sprint also introduced a new pricing plan which includes unlimitedBIS e-mail, unlimited browsing, unlimited instant messaging as well as otherattractive features for only $30 per month. In Canada,the CDMA carriers also stepped up their marketing efforts for both the 8830World Phone and Pearl.Telus has focused on data and made BlackBerry Pearl one of their holiday heroproducts for 2007 with Pearlbeing featured in most of their TV ads, radio print, online and outdooradvertising for the holiday season. They have further supported these effortsby offering $15 a month BlackBerry BIS pricing plan. At Bell the CDMA Pearl waslaunched into all channels and for the first time ever BlackBerry smartphoneswere featured in Bell's consumer ad campaign along with their other topconsumer devices. This launch combined with the continued strong momentum ofthe 80 -- 8830 led Bellto reach the highest level of BlackBerry service activations ever. Bell supplemented theseprograms also by offering $15 unlimited emails and instant messaging plans.These efforts have resulted in extremely strong market share performances bythese carriers in the quarter. Channel development continues to be a primaryarea of focus for RIM with all four major U.S. carriers launching BlackBerrysmartphones in Q3. There is a great deal of energy put into ensuring productwas on the show of our thousands of retail locations across the United States. The T-mobile master dealersspecifically put a strong effort into ensuring both Curve and Pearl were at theforefront for both Back Friday and throughout the holiday season. Partneradvertising for the Thanksgiving holiday exceeded our expectations in both online and print ads reach millions of household heading into the busy retailseason. Continued focus on national retailers and trading programs on anexpansive network of in-store stocks status in Best Buy, Sam's Club, Cosco,Radio Shack and others has resulted in strong performance improvement in thesechannels. For example Sam's Club committed to making the BlackBerry Pearl aholiday feature product and so far has seen 400% increase in weekly BlackBerrysell through. North America was a big driver this quarter with the holiday sellingseason starting in November. We are also seeing this growth outside NorthAmerica particularly in Latin America and Southern Europe.Over 33% of our subscriber base is now outside of North America. In Europe, Carphone Warehousecontinues to build on the success of their launch of BlackBerry products, isnow expanding their offering to include the Pearl [8820] in a sunset red finishand the Curve 8310 with their proprietary navigator service supported by TeleNavin preloaded. Starting into new-year, we expect to see even more contributionsfrom this channel. Throughout Europe we areseeing strong adoption and brand recognition of our products particularly inCentral and Southern regions. Carrier partner contributionshave been significant with mobilkom in Austria placing ads for the Curve8310 with GPS navigation on city buses, bus stops and streetlights. Vodafonecoupled numerous device launches with aggressive advertising campaigns online,at airports and in print and TV media. In Spain we saw Telefonica launcha new lower BIS pricing plan, which takes support of with an aggressiveadvertising program and Vodafone Spain launched the 8310 with a [hero]advertising campaign in airports and through print and outdoor ads. Additionally we've been workingwith carriers on less traditional mass marketing efforts by hosting events atclubs or arranging networking and business gatherings, to further grow our BASEin these followings in Europe. One of exampleof this is a series of master class events we have in Spain where about 1,500Blackberry users attended workshops dedicated to teach them how to get more outof their device. RIM's success in emerging marketscontinued in Q3, the Blackberry Curve 8310 with GPS was announced in LatinAmerica Futurecom Brazil held in October. Major advertising campaigns ran in Brazilfeaturing the 8310 by Claro and TIM. Claro used their VIP customer programClaro [Ace] to announce the 8310 to their top accounts in Brazil and put 8310 displays in theretail stores with fairly aggressive pricing. TIM Brazil also announced a newpay-as-you-go Blackberry service plan with their advertising campaign. A numberof other carriers throughout the region launched the Blackberry Curve thisquarter including Telcel Mexico, Mobistar Venezuela, Mobistar Argentina and weare seeing a strong commitment from our partners in the region to advertisingand promoting BlackBerry in their market. We were also pleased that ourprogress in Latin America was recognized with the flat BlackBerry Pro winingProduct of the Year by PC World, Latin Americain October. Elsewhere in emerging markets, we made meaningful progress inbringing the BlackBerry Solution to Russia through agreements with both MTS andBeeline VimpelCom. In Asia Pacific, the BlackBerryPearl 8120, Curve 8310 and 8320 were all launched successfully across theregion with strong interest from corporate, small business and consumersegments. In India, BPL Mobile, a Mumbaibased GSM operator launched the BlackBerry Solution and a BlackBerry Curve inlate September. In addition, Reliance Telecom launched BlackBerry service inearly September across its pan Indian CDMA network with the BlackBerry 8830World Edition. Owning on our partnership announcement with Alcatel-Lucent, RIMand China Mobile continued to increase awareness of the BlackBerry Solution inthe mainland of China, and are finalizing preparations to step up sales for theupcoming 8700 availability. As part of this strongpartnership, RIM was the top sponsor and participant in the inaugural ChinaMobile User Enterprise Forum held last week in Guangzhou. In Japan, the introduction of theJapanese text entry and user interface in the quarter is expanding the marketopportunity beyond foreign multi-nationals to include large and medium sizedJapanese firms. In addition, NTT DoCoMo expanded their distribution of theBlackBerry Solution beyond the major urban centers to now include all regionsin the country, and just this month lowered their monthly service by 40% to3,400 yen, which is approximately US $30. We continue to increase the useof our BIS platform. This quarter BIS e-mail version 2.4, which simplifies theinitial set up procedure for new customers was successfully rolled out. Insteadof having to first create a BlackBerry e-mail account new subscribers will nowsimply input their pre-existing e-mail address and password to connect theirBlackBerry smartphones to their sourced e-mail account. We also added three new premiumBIS e-mail partners in the quarter verizon.net, Cincinnati Bell, and GoDaddy. Aroundthe world, we are starting to see growing support across the carrier [CND] forlow cost BIS data plans. Carriers continue to adopt tiered and pay-as-you-goservice pricing tailored to the growing prosumer and consumer market. This quarter has been especiallynotable as carriers like NTT DoCoMo, Verizon, Rogers, and others haveintroduced some type of introductory working expensive plan. At Verizon andSprint we've seen the price per data plan drop 25%. At DoCoMo, we've seen adrop by 45%. And the three largest Canadian carriers are all introduced inunlimited e-mail on BlackBerry messenger plan for $15. The UK has some of the most aggressivepricing opportunities where plan start as low as 2.5 pounds per data plan. In France, Bouygues Telecom launched both theBlackBerry Pearl and Curve into 1200 direct and indirect stores and startedoffering unlimited e-mail and browsing for as low as EUR9 and [Telephonic and Spain] launcheda new BIS plan with EUR5 a month up to 3 megabytes of data. These changes are significant andthat they demonstrate a real commitment by the carriers to work with us todrive greater growth outside the [NM] price market. We have seen evidence thatthese types of programs drive increased data demand, in many cases carriers seeupgrade to higher end data plans over the time. This quarter, we launched theFace Book application for BlackBerry smartphone that enables us an easy mobileaccess to Face Book features that were previously only been available with aweb browser. The integration between Face Bookand the BlackBerry Solution allows subscribers to leverage our push basedarchitecture to enhance their social networking experience. The rich, nativeapplication goes beyond browser based access automatically pushingnotifications to the user's BlackBerry handset. Since the launch of thisproduct in late October, you have seen hundreds of thousands of downloads andwithin the last month a number of carriers have added a virtual preload of theapplication to the BlackBerry smartphone that they sell. So there are many opportunitiesin the prosumer and consumer space. We continue to be very focused on growingour enterprise business. We believe that the enterprise market remains underpenetrated and that there are many opportunities for growth both in North America and markets around the world. Demand forthe BlackBerry platform in large enterprises remained robust in Q3. And wecontinuously diversification of our customer base across many industryverticals. In particular, governmentcontinues to be a high growth vertical for the BlackBerry Solution. And thispast quarter, BlackBerry devices on Verizon's wireless network were selected bythe FBI to be rolled out to approximately 18,000 agents, analysts, and otherprofessionals within the organization by the end of the calendar year. The FBIis using the BlackBerry Solution not only for communication and messaging, but alsofor taking advantage of the MDS capabilities of the solution to enable a largenumber of existing applications. This deployment is the singlelargest deployment we are going to take in the government sector and we lookforward to building on this success. This quarter, we introduced the BlackBerryProfessional Software, which is aimed at medium to small businesses. With 30 orfewer users at a cost of $499 for five users, this product provides aninexpensive way for small businesses to get much of their functionality of BESwith also need for specialized IT staff. Small and medium sized companies caninstall this software directly on the email server with no extra hardwarenecessary. Customers have the option of upgrading to BES as the organizationgrows, and MDS software is also available with the software to allow theextension of internal applications to employees. BlackBerry Wi-Fi productscontinue to generate significant carrier and customer interest. There are nowWi-Fi versions of three BlackBerry handsets the 8820, the Pearl 8120, and Curve8320. The new BlackBerry Curve 8320with Wi-Fi UMA was included in T-Mobile's HotSpot @HomeTV advertising thisquarter and has been heavily promoted in print media. Orange brand alsointroduced the 8320 with UMA support this quarter and support the launch with anational advertising campaign. The Wi-Fi-enabled BlackBerrydevices are gaining traction due to the cost savings and coverage benefitsachieved through Wi-Fi UMA service. We are also seeing strong interest in Wi-Fifrom enterprise customers and look forward to leveraging this in the comingquarters. Interest in BlackBerry Connect continues to grow with BlackBerryConnect now launched in over 65 countries with over 100 carriers. Customers can now chooseBlackBerry Connect from over 45 different devices. Three new devices were addedin the third quarter. The HTC Tilt, Motorola Q9h, and the Nokia E51. Productdemonstrations of BlackBerry Connect on both the HTC Tilt and the Motorola Q9hwere provided throughout the quarter at events including Gartner ITxpo, CTIA,and Microsoft Exchange Connection. And both devices are now available withBlackBerry Connect through AT&T retail and enterprise channels. There were several BlackBerryConnect launches in the EMEA region during Q3 with particular emphasis aroundthe HTC Touch and HTC Touch Dual as well as Nokia E51. In addition, the newBlackBerry Application Suite for Windows Mobile 6 is being trialed by severalenterprise customers in the UKand in Germany. In summary, we are pleased withour performance in the third quarter and particularly with the success we haveseen since the beginning of the holiday buying season in late November. As wehead into Q4 in the new calendar year, we are optimistic about the opportunitiesahead for us as we execute on our plans in markets around the world. I'll now turn the call over toBrian to update you on Q3 results.

Thank you, Jim. Revenue for thethird quarter ended December 1st was $1.67 billion, up 22% from $1.37 billionin the previous quarter. Handheld devices represented $1.34 billion or 80% ofRIM's revenue during the quarter, up from 78% of total revenue in the previousquarter. Total devices shipped in thequarter of approximately 3.9 million were up from 3.1 million in the priorquarter. Approximately, 3.1 million new devices were activated in Q3, eitherfor new customers or for replacements and upgrades, not including phone-onlysales. As expected, channel inventory ona four weeks basis increased in Q3 due to the launch of the CDMA Pearl 8130 inthe latter part of the quarter, carrier's stocking up for going holidaypromotion, and the continued expansion of downstream distribution channels. Device ASPs were slightly higherthan expected at approximately $342. This was due to the mix of handsetsshipped in the quarter. We expect ASPs in Q4 to be higher than Q3 atapproximately $350. This increase is due to the mix of devices expected to beshipped in the quarter. Service revenue was $232 millionor 14% of revenue for the quarter, up $31 million from Q2. With respect tomonthly ARPU, it remained approximately flat with prior quarter. Softwarerevenue was $60 million or 4% of revenue. Other revenues such as repairs andaccessories was $37 million or 2% of revenue. Gross margin for the quarter wasapproximately 51%, in line with our expectations. Operating expenses increasedby 15%, slightly more than we have forecast in the last quarter. R&D wasspending was $92 million or 6% of revenue for the quarter, and selling,marketing, administrative expenses increased to $238 million and were 14% ofrevenue. Included in operating expense is stock option expense of approximately$9 million. The tax rate for the quarter wasapproximately 28%, slightly lower than our forecast due to a tax recovery of$10.7 million arising from the favorable resolution of outstanding issue withrespect to RIM's investment tax credits relating to prior years. Net income for Q3 was $370million or $0.65 per share diluted. Weighted average diluted shares used in EPScalculation for the quarter were $573.7 million. Actual shares outstanding atDecember 1st were 561 million. Total options outstanding at December1, was 17.8 million. RIM's balance sheet continues tobe strong with substantial cash reserves and appropriate working capitalbalances. At the end of the third quarter, RIM had approximately $2.1 billionin cash, cash equivalents and investments. This is up $405 million from theprior quarter. During the quarter, RIM generated approximately $521 million ofcash from operations. Primary use of cash in the quarter as capitalexpenditures is approximately $97 million, which was slightly lower thanexpected due to the delay of certain expenditures to future quarters. From a working capitalperspective, trade receivables were up from the prior quarter, in line with topline growth, and DSOs remained flat over the prior quarter at 52 days.Inventory on hand was approximately $340 million versus $301 million the priorquarter. Inventories continued to beprimarily semi-finished goods and raw materials to support demand for currentand upcoming product launches. I will now turn the call over toAdele to discuss our outlook for Q4.

Thank you, Brian. Before Idiscuss our outlook for Q4, I would like to remind everyone that theseforward-looking statements reflects management's best current estimates andshould be taken in the context of the risk factors outlined at the beginning ofthe call and outlined in our public filings. We are forecasting revenue forthe fourth quarter of fiscal 2008 to be higher than Q3 in the range of $1.8billion to $1.87 billion. We expect hardware shipments to be over 4 millionunits at an average ASP of approximately $350. The expected increase in volumeof shipments is due to ongoing carrier ramp plans and modest channel inventoryincrease and the continuing strong replacement cycle. Over 40% of oursubscriber base remains on devices launched two years or more ago, which weexpect will continue to fuel the strong upgrade cycle going forward. Software revenue in Q4 isexpected to increase slightly. We are targeting net subscriber accountadditions for Q4 of approximately 1.82 million. In the first two weeks of thisquarter, we have seen a very high average weekly run rate of over 150,000. Webelieve that this strong performance is due to seasonal strengths and thecontinuation of holiday promotions by our partners. We expect run rates to normalizein the New Year. In the past, we have typically seen a meaningful slow down inthe period between Christmas and New Year with a pick up occurring later inJanuary. Thus carriers begin winter promotions and enterprises begin their newbudget year. Well, we expect continuedstrengths in enterprise in the New Year. And they are all multiple aggressiveprograms and promotions planned by our carrier partners in January andFebruary. We are cautious in our expectations of their impact on net subscriberaccount additions. This is due primarily to the uncertainties surrounding thechanges in seasonality you might see, given how the mix between enterprise andconsumer has shifted dramatically over the past year. In Q3 of this year, almost halfof net subscriber account additions were non-enterprise, versus just over 30%coming from non-enterprise in the third quarter of last year. We expect gross margin for Q4 tobe flat with Q3 at approximately 51%. We expect the total operating expenseincrease for Q4 of approximately 8% to 10% from Q3 levels, with R&D increasingby approximately 15% to 17%, and sales and marketing administration increasingby approximately 5% to 7%. We expect depreciation andamortization to be approximately $29.5 million to $30.5 million in Q4, higherin Q3 due to ongoing CapEx. We expect CapEx to be approximately $140 million inboth Q4 and Q1. Investment income is expected tobe in the range of $25 million to $26 million in Q4. We expect the tax rate toremain around 30% to 31% for Q4 and to decrease slightly in fiscal 2009. Alsoplease note that the rate could move outside this range depending on foreignexchange fluctuations. We expect Q4 EPS to be in the range of $0.66 to $0.70per share. I will now turn the call back toJim.

Thank you, Adele. In summary, weare pleased with the performance of the business in the third quarter and thesuccess we are seeing in new market segments and channels. The enterprisebusiness continues to grow and we see many opportunities in these new segmentsthat we are well positioned to be capitalized on. We look forward to workingwith our carrier partners on executing a business plan in the coming year todrive further revenue on the earnings growth. This concludes our formalcomments. Due to the large number of people on the call, we ask that you pleaselimit yourself to one question per person. We plan to end the call today byapproximately 6:00 p.m. Would the operator please come onto handle the questions?

Thank you. (OperatorInstructions). Your first question comes from Mike Ounjian of Credit Suisse.Please go ahead. Mike Ounjian - Credit Suisse: Great. Thanks for taking thequestion. Clearly a strong consumer adoption in the quarter, and looks likethat's continuing, and you are seeing some success internationally, I guess.Jim, how much are you seeing the impact with the international carriers ofthese more entry-level pricing plans? And was international a big contributorto the consumer strength you had or is that still mostly coming in the US? And, just a follow upclarification on the balance sheet side. In terms of the inventory turns, lookslike some good progress there in the quarter. How should we think about thatgoing forward in February?

I will answer the first one. Thepricing was -- it mainly moved the ball down the field kind of where we set itand that's mainly North America and Western Europe. The rest of the markets arein different stages of evolutions. But where the entry plans really made adifference is kind of where we are situated at North America, UK, some of theFrench line, some of the German line and a lot of Southern Europe. So,disproportionately, it was North America and Western Europe. On the inventoryturns --

Yeah. We are just going to take alook at that…sorry, Mike…so, just give us a minute here.

Till then, we'll go on to thenext question. When we have it, we'll give an answer on that. Mike Ounjian - Credit Suisse: Great. Thanks.

Your next question comes fromMaynard Um of UBS Securities. Please go ahead. Maynard Um - UBS Securities: Hi. Thanks. Just a question onyour hardware guidance. I mean, typically, your guidance for hardware has beengreat. Can you just talk about the visibility you have into the hardware orderslooking -- what you are looking for in one quarter? And how far an advancedoperators place these committed orders? And is that what gives you thatvisibility to the number? And any update on the Unite! release? Thanks.

The hardware, yes, you get prettygood visibility into a quarter. We are three weeks into the quarter prettymuch, and there is some lead time in bookings just the natural of that, to pentheir stuff that flows in the quarter so, you get pretty good visibility intothis quarter and then thereafter. So, you are kind of rolling one quarterahead, once you are three weeks into that quarter. So we do have pretty goodvisibility in the quarter. There is lots of risks detailed in this aspect thatyou have to manage adroitly that can affect it. But these sort of happened inthe bookings. It tends not -- in the quarter, RIM tends not to be the biggestelement of that. So we got pretty good visibilityon that in this quarter and that's why we think we can -- we try to give thebest guidance we can of course. The Unite! stuff is eminent, it's deep in abunch of data stuff and I think you are going to see a fair bit of that not toofar into the New Year. And it's really quite meaningful in how we would expandthe whole, Blackberry convergence. Things of now you really have the spectrumfrom the best to the professional software to the Unite! on the Windows blocksto the BIS in the cloud and you can mix and match those convergence pieces. So it just fell to in wonderful spotsin the small SMEs, and the SoHo, and theindividual consumers and their families. And it complements the BIS and you canuse it concurrent with the BES, so amounts been sort of the, a hard to get outmarket for a lot of carriers for a long time. So, every indication we aregetting is that people are interested in engaging that in even more excitinglevel, when that part of the equation is so comprehensively sold in with Unite!early not too far into the New Year. It's the plan. We just got a mix, I mean itsBES, really it's the BES, according to Windows. You know it has some uniquefeatures and it's really got to be reliable or it really comes back at youpretty hard.

I can comment now on theinventory terms, Mike, just one to pull the numbers. I mean, they have beenimproving I had guess around eight times in Q2, and up to about 8.5 in Q3. Icannot give you a forecast for Q4, but we do have ongoing efforts to try toimprove that. I mean we expected to improve somewhat from here and we do have alot of programs underway to try to manage our supply chain and increase theefficiency there, I hope that helps. Operator, can we have the nextquestion, please.

Your next question comes fromMike Abramsky of RBC Capital Markets. Please go ahead. Mike Abramsky - RBC Capital Markets: Yeah. Thanks very much. Just Iwanted to clarify, before I ask a question. Though you said that for guidanceyou are cautious in your expectations regarding uncertainty in seasonalitychanges as opposed to any macro-related caution, is that correct?

Yeah, exactly, just given some ofthe commentary that Jim has made about, with what we had seen around BlackFriday is obvious that the, the composition of our net adds in a given quarteris changing very significantly. The real wild card is what does that mean whenyou're going to a January and February with half year net adds coming fromnon-Enterprise. And I think we are pretty good at predicting, what happens withEnterprise. Andin terms of macro stuff I mean, as Jim can probably comment a bit more but Idon't think that was the big factor. Mike Abramsky - RBC Capital Markets: Okay. Well, I guess my questionprimarily is that your -- you have come through a year of 100% growth. Thereare some strong products Curve (inaudible). What do you see some as some of thebig drivers of growth next year from a product or a macro or technology like 3Gperspective? And then alternatively what are some of the maybe special growthchallenges that you will be focusing on?

I would say the big growth itemsare going to be really taking the broader distribution channel in North America and continues to drive demand and continueto drive execution. And that's why you can be assured, I think we launched 12pieces of hardware this year, 12 devices I think it would be -- which we wouldcount and they count up at [8]. I think that was the count. And so you can count on somepretty exciting device strategies in the upcoming year. But I think the elementof the Unite! platform and all of that coupled with really driving the retailchannels deeper and driving demand in North Americacontinues to be a big play. I think we have a lot more opportunity to drive thechannels and the retail channels in Europe like we drove them in North America. And I think that begins to really moveabove in that respect. I think we have a lot of theemerging carriers all through out the world and we take a pro call, talk aboutthem that just to have to keep up the miracle of compounding and keep up theexecution and the iteration of maturing. And I am particularly excited aboutthe new Argon BES or the next release of BES and the service packs that we'rereleasing on the enhanced plus new functions. Those seem to really drive the B2Bdeeper. So, B2B with a new BES and some telephony think broader retail,particularly in North America and Western Europeand just sharing on the just stated iterations in all the other parts of theworld. Yeah. And within the new devices,you're certainly going to see faster air lanes and same packaging and fixedmobile Wi-Fi stuff. And will those be the game changers? Yeah. I think theywill all help a lot. Yeah. So I think they are further being enabled in a bunchof different ways. And they all just come together in a way that they are newfacts, so you don't want to get too far ahead of yourself. But it's hard enoughto be pretty excited about the business right now.

Your next question comes fromPaul Coster of JPMorgan. Please go ahead. Paul Coster - JPMorgan: Thank you. Adele, you've partlyanswered my question, I think, but I just want to make sure I understand it.You believe that the risk of seasonality associated with the twist towardsconsumer is most scared towards the February quarter than the May quarter. Isthat correct? And with May quarter, I know that you won't comment specificallyon it, but are you seeing any risk in financial services subscriber growth inthat quarter?

I mean, we don't -- we haven'tguided May. So, I mean the comments on seasonality, I mean, certainly apply toFebruary. But I mean, I think, the fact is, is that we just have a lot morenon-enterprise contributing every quarter. So I think that's going to reflectthe type of seasonality we see in the quarters going forward as well. I mean,in terms of the financial services there is always, it never is going to becompletely insulated. But I mean we are not really seeing much impact rightnow. Paul Coster - JPMorgan: Okay. Thank you.

Your next question comes fromChris Umiastowski of TD Newcrest. Please go ahead. Chris Umiastowski - TD Newcrest: Hi. Thanks. I guess, Jim I'dreally like to know if you can tell us a little bit about the ratio of hardwareshipments to device activation. So if I take a look at that ratio over the lastseveral quarters, it looks like it has been somewhere around 1.1 to a 1.16. Andthis quarter it's around 1.25. And just curious if that's a function of morephone-only sales or what you think is going to happen to that ratio as timegoes on? Are we going to just continue to see it rise as more and more of thesedevices are perhaps not activated on the bells and just over the phone? Or whatwas your take in there?

Well, the very precise answer Ihave, but, that is, I don't really know. It's a very fair question. And it'skind of like driving so many different, sort of, veins that are so promisingand sort of wondering which will go farther and which will go longer. It's hardone to answer precisely because there is a lot of, gosh, I love this is a phone-onlygoing on and the positioning is pretty amazing. And then when you [truly mean] theUMA kind of Wi-Fi stuff, that's going to take up level even higher there. Andfor that just spells phone, phone, phone. But then you see as soon as it's a followup, and then also you see the hot products, there is an upgrade cycle andoccasionally people break a unit. So that, sort of, keeps that ratio above one.But then counteracting it is the fact that once it's sold as a phone, theirideal candidates for the carriers to upgrade them to a data plan and as well weare seeing lots of activity. And we'll see more in the BlackBerry Connect side. So at the end of the day it is afair question. It is hard to speculate if I had to guess, you are just going tosee the ratio pop up a little bit if I had to guess. But then again, it becomesa candidate to sub-data plans for in the carriers (inaudible). There are sellplan. Get them on the data plan. It's wonderful ARPU. It's a big [anterior] tochurn. So there is a lot of economics on it. And they sort of know who thosepeople are. So the best I could say is, the ratio is probably going to stayright around where it is. But it can move very quickly with special promos andhot new devices and all that comes up. At the end of the day, you wantto drive all cylinders. You want to drive your BlackBerry Connect. You want todrive the new hardware. You want to drive the subs. You want to drive upgrades.You want to drive because it's all success in revenue and profit for thechannel and for the carrier and success [because] success and we sort of pushall fronts. And occasionally some push [why] they are faster than the othersand shift the ratio on sector specific or product specific or geographicspecific or timing specific things. And when you put it all together inamalgam, it's just not that easy to characterize with great precision. Chris Umiastowski - TD Newcrest: Okay. And tell me is it safe tosay that you know internally what PIN numbers you've shipped out to carriers?And at some point in time, you ought to see that PIN number activated on theBES or you get a report back from the carrier that that PIN was sold and it wasnever activated, so you assume it was a phone-only sale, like how have you beenable to track them in the past and what has that data told you?

We get PIN per seen ,and thatallows you track which devices are activating. So you know they are activating,and you know which devices are coming through. Chris Umiastowski - TD Newcrest: If you know PIN per seen, like doyou know whether it's still in the channel or do you get a report ever from acarrier that that PIN number was sold but never activated?

Well, PIN per seen is the numberthat is -- we don't count it. Chris Umiastowski - TD Newcrest: When it is activated?

Yeah. When it's activated. So wework with the carrier. If you are really asking -- are you asking whatphone-only is, and is that… Chris Umiastowski - TD Newcrest: Yeah. I guess I am trying tofigure out. Of the 3.9 that you shipped, I think you said 3.1 activations,right?

Right. Chris Umiastowski - TD Newcrest: Is the 800 for every channel ordo you know how is phone-only, I guess is my question.

Right. So the 3.1 number that wejust gave was pretty PIN per seen. Chris Umiastowski - TD Newcrest: Right.

And then, you have to add to thatphone-only sales, and that is a bit of estimate and it's tough. I mean, it'sbeen like we said before, I think we said it must be around 25% at carriers tosell to it that way. Chris Umiastowski - TD Newcrest: Okay.

Which primarily will be T-Mobile,will be the latest one. So it's in the 100,000 plus, but it's really hard toget a read on the exact number. Chris Umiastowski - TD Newcrest: Okay. That's helpful. That helpsa lot. I appreciate the clarity

Your next question comes fromJames Faucette of Pacific Crest. Please go ahead. James Faucette - Pacific Crest: Thanks very much. I just wantedto look back a little bit at the November quarter. Based on your commentarylast call on how the month of September had been, and then coupled with yourcommentary on November, it looks like October got a little bit weak at leastfrom a net adds perspective. Can you talk little bit about what you think wasgoing on there and if there is anything that we should read through from whathappened in October to outlook for the February quarter? Thank you.

Well, I mean, I think, the factthat we had such strong performance in November, with the holiday season andwith the CDMA carrier launches of the Pearl,would speak to the fact that November was fair bit stronger than October. And Ithink that will be normal and to be expected. Again, I think, some of theuncertainty we have in terms of the seasonality impact going into January andFebruary, I mean, are really talking to the same point that -- how our amountsin quarters can be affected. Now we have such a big proportion coming fromnon-enterprise. And the answer is we just don't know yet. James Faucette - Pacific Crest: No. That's correct. I guess I amjust wondering why you think October was a little bit weaker than September,which seems to have been the case based on your commentary coming out of lastquarter, out of the month of September and than coupled with the Novembercommentary?

(inaudible) I think a lot oftimes carrier programs are not happening until they are getting ready for theholiday season. And then, we can see pretty strong relationship betweenweakening of ads and what programs are going on…

Yeah. And, there is a lot some ofthe other things that happened are, there is a real heartbeat to when thechannels really kick into gear. And they really kick in on a monthly basis. Soif you not 100% ready to go on at the end of the previous month, you can missas whole month if you miss it by a week in your hardening products and are justgetting ready to go. And so, little bit of slip can really just cost you amonth. And as probably, as probably big part of it, hardening, the whole UMAthing was just getting hardened in a way there is a lot of stuff on the CDMAthat was coming in the channel. There was the special promotions and specialprices really hit a little later in that. So it's kind of a momentum construct.I mean every week was a lot stronger than the previous week. And there comes apoint where it dips. And I think that's what we aretrying to communicate. I mean the sort of explanation mark on the year that ifyou have to do anything is Black Friday was a record day and it used to be anunusually slow day. And that's the combination kind of thing, there is abuilding of momentum and Adele indicated that we are seeing some very positivethings in the first few weeks of this quarter. But you are now result tends tobe a bit of a low in that kind of stuff in the calendar new year within the B2Band counter cycle it. So we are into just a little bit of newness here for us.It's kind of good newness, but it's a lot of newness and that's the bestexplanation that we have of it.

Your next question comes fromVivek Arya of Merrill Lynch. Please go ahead. Vivek Arya -Merrill Lynch: Thank you. Jim, my question iswhen I look at the guidance you have given and you are expecting some caution,I just want to understand whether that caution is based on conservatism or isit very based on some bottoms up weakness in any verticals, are you just beingconservative or are you being prudent? I guess that's my first question. Andthen, the second question is when can be expect a touch-screen BlackBerry?

Well, on the second question, wedon't really talk about future products or potential future products or rumors,it just gets into place where you really can't get yourself out of. So,probably today is not a good day to change that policy. On the guidance thing, it's alittle bit of the newest thing that I was trying to sort of indicate to. We areexperiencing a lot of 100% growth years and 100% quarter stuff and that'ssomething we are really proud of and pleased of and we are heading into somethings that there is a lot of positive optionality into it. But it's a littlebit unknown for us. So, how much you have booked inthe hardware, but you also get surprising upside in our world and we have somepositive things happening and a lot of programs. So, you asked me if it isprudent, sort of a conservatism. I often put those words. Those are the samewords that close [siblings] and given how well things are going and given allwe know, what we're trying to sort say, okay this is something that we can puta pretty confident stake in the ground. We are not trying to sandbag, but weare also not trying to hang ourselves out there, because that doesn't helpanybody. But again, we are in a sort of achallenging era in these kinds of communications, because there is so muchpositive optionality and there's lots of balls to juggle, it's kind of likelots of scenarios and the probability, on average you can pick one. You canpick some kind of average, but when you've got to pick one that people can kindof bank on within a range, how far do you play the distribution curve. And it'sbest when there's a lot of newness, you don't know how positive the upsideoptionality is, because it's kind of new. There are some positive thingshappening in the first part of December and if that carries through in waysthat are possible, then we are into an upside situation. But that's not howretail tends to go, but then we have got some strong B2B and we are sort ofcharting new ground for everybody right here. So, we struggled a little bit onthis number because it's a fair question. But we would still want to give youguidance. And now in a time when, guidance is a little more challenging for us,just because of the optionality and the newness that's happening in theopportunity and the growth. And we don't want to just get in to a selffulfilling math calculation. So, there is an element of bottomup. there's an element ofregional planning. We have to do that for supply chain and for our business andfor marketing. But there's an element of prudent conservatism to it and weshould try to keep our heads down and get the activation from the sales anddevelopment and the channels going everyday. And at the end of that quarter,that number drops out.

Your next question comes fromDeepak Chopra of National Bank Financial. Please go head. Deepak Chopra - National Bank Financial: Good evening, Jim. I waswondering if you could talk what you think will happen with gross margins, asyour prosumer business continues to ramp up with the next several years andjust what do you think the impact of that business will be to your ASPs becauseit probably started very well over the last two years?

Well, I think we are in arevolution where there's a converged [appliance] that is expected to do moreand more. And now, that we have the great good fortune that the strategic articulationof the leading MP3 player is, that they should be converged into a cell phone,drives more sort of feature expectation and more value into this, and we aredriving a lot more into the convergence space in that. And so, what that doesis, it sort of counter, ASPs have -- its sort of counters ASPs because peoplewant bigger screens. They want to do more videos. Theywant to do pictures. They want to do [special] cameras. They want to do moreinteraction, better browsing, better phone, a long battery life, sleek andstylish. And so, we've seen it the kind of commoditization get counteracted bythe innovation and value added, which sort of counteracts the sort of ASPerosion and concurrent with that sort of protects gross margins, with a littlebit of pinching on our part just to drive much stronger penetration, becauseyou have to just put them on the table for special programs. And then as the product mature,you get a fair bit of efficiencies and cost savings and then you still maintainthe margin, but the ASP goes down. So you kind of have this one-step forward,one-step back on the ASP based on maturing with new innovations and a nicegross margins with us offering co-op and stuff like that for special programsat special prices, which really drives way better acceleration and way betterprograms by the carriers, which becomes a very, very profitable thing for themand for us. So, I think it's smart for us totactically price for adoption, where it makes sense, has a seasonable platformwhich is a big lifetime value and there is positive accretion from each sale.But you do sort of a [roll due over] a margin thing. And as long as we have astrong innovation cycle, the ASPs hold out. And as far as I can see on theinnovation side that's still going on. But I can sort of see out 18 months. Butas lots of thing can happen in this space and what's the long-term play --let's let the industry pundits talk about that.

Your final question comes fromGus Papageorgiou of Scotia Capital. Please go ahead. Gus Papageorgiou - Scotia Capital: Thanks. Just a quick one. I knowyou don't give out this number but basically you [sub out] numbers in thequarter and that 32% subs are outside North America.Is it fair to say that about 40% of the subs added in the quarter came fromoutside North America? Is that roughlyaccurate?

Gus, we don't give that number. Imean I would say this quarter was maybe a bit disproportionably North Americajust because you had a lot more of that holiday selling phenomenon happen in North America. But I am not going to give you the exactnumber.

Yeah. I think the thing welearned this year is the retail programs are really good and we're going to domore of that in more places really fast because that was the real explanationmarket to Black Friday. We knew everything that was going on well in thecompany, right with the exclamation mark as well as the Black Friday. And it isinteresting because we are growing in a lot of places but then you just get anice little gaping experience like that in North America, Canada and U.S. And it sort of shifts yourratios back a little bit.

And with that this concludes thequestion-and-answer session. Please continue.

Great. Thank you. In closing, Iwould just like to remind everyone that there is a post view service availableat 416-640-1917, pass-code 21221692 pound. Or you can listen to the call whichhas been recorded and is available in the investor events section of theRIM.com website. Thanks everybody for dialing inand have a good holiday season.

Ladies and gentlemen, thisconcludes the conference call for today. Thank you for participating, pleasedisconnect your lines.