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Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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75-2275152
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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851 West Cypress Creek Road
Fort Lauderdale, Florida 33309
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(Address of principal executive offices, including zip code)
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Common Stock, $.001 Par Value
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The NASDAQ Stock Market LLC
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(Title of each class)
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(Name of each exchange on which registered)
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x
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Part I:
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Item 1
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2
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Properties
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Item 3
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Legal Proceedings
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Item 4
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Mine Safety Disclosures
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Part II:
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Item 5
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6
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Selected Financial Data
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Item 7
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8
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Financial Statements and Supplementary Data
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Item 9
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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Item 9A.
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Item 9B.
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Part III:
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Item 10
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Directors, Executive Officers and Corporate Governance
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Item 11
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Executive Compensation
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Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13
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Certain Relationships and Related Transactions and Director Independence
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Item 14
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Principal Accounting Fees and Services
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Part IV:
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Item 15
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Exhibits, Financial Statement Schedules
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•
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XenDesktop
is a fully-integrated, cloud-enabled desktop virtualization solution that gives customers the flexibility to deliver desktops and applications as a service - from any cloud, on-premises datacenters or both. XenDesktop includes HDX technologies to give users a high-definition experience - even when using multimedia, real-time voice and video collaboration, USB devices and 3D graphics content - while consuming less bandwidth than competing solutions. XenDesktop is available in multiple editions designed for different requirements, from simple VDI-only deployments to sophisticated, enterprise-class desktop and application delivery services that can meet the needs of everything from basic call center environments to high-powered graphics workstations. In XenDesktop Enterprise and Platinum editions, customers also receive the industry-leading Citrix XenApp to manage and mobilize Windows applications.
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XenApp
is a widely deployed solution that allows Windows applications to be delivered as cloud services to Android and iOS mobile devices, Macs, PCs and thin clients. XenApp enables people to work better by running applications in the security of the data center, or cloud, and using HDX technologies to deliver a superior user experience to any device, anywhere. XenApp optimizes the application experience for smartphones, tablets and touchscreen laptops, providing intuitive touch capabilities for the latest generation of devices. Keeping applications under the centralized control of IT administrators enhances data security and reduces the costs of managing applications on every PC. XenApp runs on all current versions of Microsoft Windows Server
and tightly integrates with the Microsoft Desktop Optimization Pack, Microsoft App-V, and Microsoft System Center. Our joint solution lowers the cost of delivering and maintaining Windows applications for all users in the enterprise. The capabilities of XenApp are available standalone as well as integrated within XenDesktop Enterprise and Platinum editions.
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XenMobile
includes mobile device management (MDM), mobile application management (MAM), mobile content management (MCM), unified endpoint management (UEM), mobile productivity apps and end-to-end security. These capabilities allow IT to meet mobile device security and compliance requirements for "bring your own device" programs and corporate devices while enabling user productivity. In addition, XenMobile helps IT securely deliver business applications, including native mobile, Web, SaaS and virtual apps (through XenApp and XenDesktop integration) to mobile users on nearly any device. XenMobile also provides strong security with an additional layer of application encryption and network protection with Citrix NetScaler Gateway integration.
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Citrix Workspace Suite
delivers the user experience for any app or desktop using a universal client, Citrix Receiver, which is available on tablets, smartphones, PCs, Macs or thin clients. IT can securely deliver content over low-bandwidth high-latency WANs, highly variable 3G/4G mobile networks or a reliable corporate LAN to improve end-user experience while offering enterprise-grade security to data and applications. Citrix Workspace Suite provides a single, flexible solution that can streamline application and desktop deployment and lifecycle management to reduce IT costs, and offers choice of device, cloud and network, and can be deployed on-premises, via Citrix Cloud or as a hosted service.
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NetScaler ADC
is a software-defined application delivery controller (ADC) and load balancer designed to improve application performance and reliability for mobile, remote and branch users; allow customers to transition their infrastructure to an app-driven, software-defined network; eliminate multiple remote access solutions for improved security; and consolidate data centers for greater efficiency. Additionally, we extend the platform with best-of-breed web application firewall (WAF) capabilities that protects web applications and sites from both known and unknown attacks, including application-layer and zero-day threats.
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NetScaler SD-WAN
increases the security, performance and reliability of traditional enterprise applications, SaaS applications and virtual desktops for remote users. It is an integrated platform that can help customers effectively and economically increase WAN throughput while accelerating enterprise applications and ensuring the performance and availability of mission critical applications through a hybrid WAN architecture.
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ShareFile
is a secure, cloud-based file sharing and storage solution built for business, giving users enterprise-class data services across all corporate and personal mobile devices, while maintaining total IT control. ShareFile delivers the data fabric of our integrated platform for secure app, data and network delivery through Citrix Cloud. ShareFile protects data throughout the storage and transfer process, using up to 256-bit encryption and SSL or Transport Layer Security, or TLS encryption protocols for transfer and 256-bit encryption for files at rest on ShareFile servers. Password protection and granular access to folders and files stored with ShareFile ensure that data remains in control of the company. With ShareFile Enterprise, organizations can manage their data on-premises in customer managed StorageZones, select Citrix managed secure cloud options or create a mix of both to meet the needs for data sovereignty, compliance, performance and costs. Additionally, ShareFile supports e-signature, feedback and approval workflows that help businesses adopt the mobile, digital office.
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Citrix Cloud
delivers our XenApp, XenDesktop, XenMobile, ShareFile and NetScaler Gateway services virtually through the cloud so customers can easily and rapidly configure and deliver workspaces to meet the needs of given functions, roles or vertical segments; flexibly integrate apps and data across any cloud, platform or device; set and monitor access, security and data sovereignty rules across their entire infrastructure; and monitor and manage all corporate apps, data and networks through a unified control console. This cloud-based approach means reduced infrastructure, centralized control and SaaS-style updates, contributing to lower administration cost and complexity.
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GoToMeeting
was our easy-to-use, secure and cost-effective product for online meetings, sales demonstrations and collaborative gatherings and comes equipped with integrated conference dial-in numbers, Voice over Internet Protocol, or VoIP and HDFaces high-definition video conferencing.
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GoToWebinar
was our easy-to-use, do-it-yourself, full-featured webinar product, allowing organizations to increase market reach and effectively present online to geographically dispersed audiences.
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GoToTraining
was our easy-to-use and secure online training product that enables individuals and enterprises to provide interactive training sessions to customers and employees in any location.
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OpenVoice
was our reservation-less audio conferencing service, providing robust web-based account tools that allows user provisioning and audio meeting controls for users to manage small and large audio conferences without operator assistance.
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Grasshopper
was our provider of cloud-based telephony solutions for small businesses that allows organizations to establish professional voice presence (e.g., interactive voice response (IVR), routing, voicemail) without costly hardware investments and enables employees to use their personal devices to make and receive calls from their business line via a mobile app.
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GoToMyPC
was our online service that enables mobile workstyles by providing secure, remote access to a PC or Mac from virtually any Internet-connected computer, as well as from supported iOS or Android mobile devices.
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GoToAssist
was our easy-to-use cloud-based IT support solutions for IT managers, consultants and managed service providers to deliver maximum uptime for people and their computers, mobile devices and apps.
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Software Maintenance
combines 24x7x365 unlimited worldwide support with product version upgrades when available. The first year of Software Maintenance is required with certain corresponding product purchases.
In October 2016, we announced the launch of
Customer Success Services
, which will replace Software Maintenance and provide a higher standard of service that empowers customer success whether in the cloud, on-premises or a hybrid approach through additional services providing expert guidance, proactive monitoring and enablement. In connection with this launch, beginning in 2017, our customers began migrating from the Subscription Advantage and Software Maintenance programs to this new offering. Customer Success Services gives customers
a choice of tiered support offerings that combine the elements of product version upgrades, guidance, enablement, support and proactive monitoring to help our customers and our partners fully realize their business goals.
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Subscription Advantage
provides customers access to the latest product version updates when made available during their membership term. These updates include major changes to the product architecture and updates to the feature set of a product. Citrix software products eligible for participating in the Subscription Advantage program come with the first year of Subscription Advantage embedded into the cost of the product.
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Technical Support Services
are specifically designed to address the variety of challenges facing our customers’ IT environments. We offer several support-level options, global coverage and personalized relationship management. In most cases, we provide technical advice to distributors, resellers, service providers and entities with which we have a technology relationship, who act as the first line of technical assistance for end-users.
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Hardware Maintenance
provides technical support from Citrix experts to diagnose and resolve issues encountered with appliances. It also offers the latest software upgrades and replacement of malfunctioning appliances to minimize organizational downtime. Additionally, dedicated account management is available as an add-on to the program for an even higher level of service.
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Citrix Consulting
helps guide the successful implementation of Citrix technologies and solutions through the use of proven methodologies, tools and leading practices. Citrix Consulting focuses on strategic engagements with enterprise customers who have complex, mission-critical, or large-scale Citrix deployments. These engagements are typically fee-based engagements for the most challenging projects in scope and complexity, requiring consultants who are qualified with project methodology and Citrix product expertise. Citrix Consulting is also responsible for the development of best practice knowledge that is disseminated to businesses with which we have a business relationship and end-users through training and written documentation. Leveraging these best practices enables our integration resellers to provide more complex systems, reach new buyers within existing customer organizations and provide more sophisticated system proposals to prospective customers. Citrix Consulting has worked with Fortune Global 500 companies, technology providers, and government organizations to deliver solutions that achieve their unique technical and business objectives.
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Product Training & Certification
helps enable our customers and partners to be successful with Citrix and achieve their business objectives faster. Authorized Citrix training is available when and how it is needed. Traditional or virtual instructor-led training offerings feature Citrix Certified Instructors delivering training in a classroom or remote setting at one of our Citrix Authorized Learning Centers, or CALCs, worldwide. CALCs are staffed with instructors that have been certified by us and teach their students using Citrix-developed courseware. Self-Paced Online offerings, available to students 24 hours a day, seven days a week, provide technically robust course content without an instructor and include hands-on practice via virtual labs. Certifications validate key skills and are available for administrators, engineers, architects and sales professionals.
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Citrix HDX Technologies
is a family of innovations that optimize the end-to-end user experience in virtual desktop and virtual application environments. These technologies incorporate our ICA protocol, which consists of server- and client-side technology that allows graphical user interfaces to be transmitted securely over any network, and includes optimizations for multimedia, unified communications, high-end graphics and mobile networks which work together to provide a high-definition user experience across a wide array of applications, devices and networks.
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NetScaler nCore
Technology
is an architecture that enables execution of multiple packet engines in parallel. nCore technology allows the distribution of packet flows across multiple central processing unit cores to achieve efficient, high-performance parallel processing across multiple packet engines. The architecture incorporates innovations in flow distribution and state sharing and provides for efficient execution across packet engines.
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XenMobile
is our foundational technology that delivers a holistic mobile computing platform for enterprises. Its main components include MDM, MAM,
MCM, UEM, end-to-end security and a set of mobile productivity apps including secure email, corporate app store, Web browsing, data sharing, secure note taking and document editing on a host of mobile platforms including iOS, Android and Windows mobile.
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GoTo Business Technologies
included our Internet Overlay Platform, our PSTN/VoIP Bridge and HDFaces that provides screen-sharing technology, seamless integration of Public Switched Telephone Network/Voice over Internet Protocol, or PSTN/VoIP, in products that use our audio conferencing and high-definition video conferencing over the public Internet, respectively. The GoTo Business technologies are part of the separation of the GoTo Business subject to limited licenses for certain continued use.
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Strategic IT Executives including chief information officers, chief technology officers, chief information security officers and vice presidents of infrastructure, who have responsibility for ensuring that IT services are enablers to business initiatives and are delivered with the best performance, availability, security and cost.
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Desktop Operations Managers who are responsible for managing Windows Desktop environments including corporate help desks.
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IT Infrastructure Managers who are responsible for managing and delivering Windows-based applications.
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Directors of Messaging and Mobility, who are, respectively, responsible for Exchange and defining mobile strategies and solutions for securing and managing mobile devices including their content and applications.
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Network Architects who are responsible for delivering Web-based applications who have primary responsibility for the WAN infrastructure for all applications.
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Server Operations Managers who are responsible for specifying datacenter systems and managing daily operations.
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Individuals and prosumers, who are responsible for choosing personal solutions and helping small businesses select simple-to-use computing solutions.
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Small business owners who are responsible for choosing the systems needed to support their business goals, such as SaaS.
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Line of business and functional executives that determine the need for the GoTo Business offerings at certain enterprises.
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Chief technology officer and engineering department (managers, architects, etc.) for telecommunications service providers.
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Chief information officer and engineering departments within service providers, using our products to deliver desktops and applications as hosted cloud services.
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new competitive product releases and updates to existing products, especially cloud-based products;
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industry trend to focus on the secure delivery of applications on mobile devices;
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introduction of new or alternative technologies, products or service offerings by third parties;
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termination or reduction of our product offerings and enhancements;
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potential market saturation;
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failure to enter new markets;
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price and product competition resulting from rapid and frequent technological changes and customer needs;
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general economic conditions;
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complexities and cost in implementation;
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failure to deliver satisfactory technical support;
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dissatisfied customers; or
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lack of commercial success of our technology relationships.
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rapid technological change;
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evolving industry standards;
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fluctuations in customer demand;
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changing customer business models and increasingly sophisticated customer needs; and
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frequent new product and service introductions and enhancements.
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certain of our new product initiatives have a subscription model, and we may not be able to accurately predict subscription renewal rates or their impact on our results of operations;
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if customers do not adopt our new product or service offerings, we may be unable to recoup or realize a reasonable return on our investment in these new products and services;
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sales of existing products and service offerings may be delayed while customers are investigating our new offerings;
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competitive product and service offerings in emerging IT sectors may gain broad adoption before our products and services, and it may be difficult for us to displace such offerings regardless of the comparative technical merit, efficacy or cost of our products and services;
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we may not be able to develop and implement effective go-to-market strategies and train our sales team and channel partners in order to effectively market offerings in product categories in which we have less experience than our competitors;
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we may not be able to develop effective pricing strategies for our new products and services;
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hardware, software and cloud hosting vendors may not be able to ensure interoperability with our products and offer compatible products and services to end users;
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our new initiatives may be hosted by third parties whom we do not control but whose failure to prevent service disruptions, or other failures or breaches may require us to compensate, indemnify or otherwise be liable to customers or third parties for business interruptions or damages that may occur; and
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our operating margins in our new initiatives may be lower than those we have achieved in our more mature products and services markets.
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harm to our reputation or brand, which could lead some customers to seek to cancel subscriptions, stop using certain of our products or services, reduce or delay future purchases of our products or services, or use competing products or services;
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individual and/or class action lawsuits, which could result in financial judgments against us or the payment of settlement amounts, which would cause us to incur legal fees and costs;
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state or federal enforcement action, which could result in fines and/or penalties or other sanctions and which would cause us to incur legal fees and costs; and/or
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in the event that we or one of our customers were the victim of a cyberattack or other security breach, additional costs associated with responding to such breach, such as investigative and remediation costs, and the costs of providing data owners or others with notice of the breach, legal fees, costs of any additional fraud detection activities required by such customers' credit card issuers, and costs incurred by credit card issuers associated with the compromise and additional monitoring of systems for further fraudulent activity.
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our sales force generally needs to explain and demonstrate the benefits of a large-scale deployment of our product to potential and existing customers prior to sale;
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our service personnel typically spend a significant amount of time assisting potential customers in their testing and evaluation of our products and services;
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our customers are typically large and medium size organizations that carefully research their technology needs and the many potential projects prior to making capital expenditures for software infrastructure; and
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before making a purchase, our potential customers usually must get approvals from various levels of decision makers within their organizations, and this process can be lengthy.
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compliance with foreign regulatory and market requirements;
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variability of foreign economic, political, labor conditions and global policy uncertainty (including the impact of the proposed exit of the United Kingdom from the European Union, commonly referred to as “Brexit”);
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changing restrictions imposed by regulatory requirements, tariffs or other trade barriers or by U.S. export laws;
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regional data privacy laws that apply to the transmission of our customers’ data across international borders;
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health or similar issues such as pandemic or epidemic;
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difficulties in staffing and managing international operations;
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longer accounts receivable payment cycles;
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potentially adverse tax consequences;
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difficulties in enforcing and protecting intellectual property rights;
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violations of the Foreign Corrupt Practices Act by acts of agents or other intermediaries;
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burdens of complying with a wide variety of foreign laws; and
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as we generate cash flow in non-U.S. jurisdictions, if required, we may experience difficulty transferring such funds to the U.S. in a tax efficient manner.
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an uncertain revenue and earnings stream from the acquired company, which could dilute our earnings;
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difficulties and delays integrating the personnel, operations, technologies, products and systems of the acquired companies;
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undetected errors or unauthorized use of a third-party’s code in products of the acquired companies;
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our ongoing business may be disrupted and our management’s attention may be diverted by acquisition, transition or integration activities;
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challenges with implementing adequate and appropriate controls, procedures and policies in the acquired business;
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difficulties managing or integrating an acquired company’s technologies or lines of business;
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potential difficulties in completing projects associated with purchased in-process research and development;
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entry into markets in which we have no or limited direct prior experience and where competitors have stronger market positions and which are highly competitive;
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the potential loss of key employees of the acquired company;
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potential difficulties integrating the acquired products and services into our sales channel;
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assuming pre-existing contractual relationships of an acquired company that we would not have otherwise entered into, the termination or modification of which may be costly or disruptive to our business;
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being subject to unfavorable revenue recognition or other accounting treatment as a result of an acquired company’s practices; and
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intellectual property claims or disputes.
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the expansion of our product lines through product development and acquisitions;
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the volume of patent infringement litigation commenced by non-practicing entities;
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an increase in the number of competitors in our industry segments and the resulting increase in the number of related products and services and the overlap in the functionality of those products and services;
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an increase in the number of our competitors and third parties that use their own intellectual property rights to limit our freedom to operate and exploit our products, or to otherwise block us from taking full advantage of our markets;
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our products and services may rely on the technology of others and, therefore, require us to obtain intellectual property licenses from third parties in order for us to commercialize our products or services and we may not be able to obtain or continue to obtain licenses from these third parties on reasonable terms; and
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the unauthorized or improperly licensed use of third-party code in our products.
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pay damages (including the potential for treble damages), license fees or royalties (including royalties for past periods) to the party claiming infringement;
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cease selling products or services that use the challenged intellectual property;
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obtain a license from the owner of the asserted intellectual property to sell or use the relevant technology, which license may not be available on reasonable terms, or at all; or
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redesign the challenged technology, which could be time consuming and costly, or not be accomplished.
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undetected errors or unauthorized use of another person’s code in the third party’s software;
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disagreement over the scope of the license and other key terms, such as royalties payable and indemnification protection;
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infringement actions brought by third-parties;
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that third parties will create solutions that directly compete with our products; and
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termination or expiration of the license.
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make us more vulnerable to adverse changes in general U.S. and worldwide economic, industry and competitive conditions and adverse changes in government regulation;
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limit our ability to borrow additional amounts to fund acquisitions, for working capital and for other general corporate purposes.
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actual or anticipated variations in operating and financial results; analyst reports or recommendations;
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rumors, announcements, or press articles regarding our or our competitors’ operations, management, organization, financial condition, or financial statements; and
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other events or factors, many of which are beyond our control.
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Enterprise and Service Provider
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GoTo Business
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(square footage)
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Americas
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781,043
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153,199
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EMEA
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190,081
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82,990
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Asia-Pacific
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624,568
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41,512
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Total
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1,595,692
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277,701
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High
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Low
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Year Ended December 31, 2016:
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||||
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Fourth quarter
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$
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92.40
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$
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81.36
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Third quarter
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$
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89.50
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$
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78.57
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Second quarter
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$
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90.00
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$
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76.25
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First quarter
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$
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79.16
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$
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60.91
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Year Ended December 31, 2015:
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||||
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Fourth quarter
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$
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84.17
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$
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68.50
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Third quarter
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$
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78.42
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$
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65.11
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Second quarter
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$
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73.12
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$
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60.85
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First quarter
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$
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64.99
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$
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56.47
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Total Number
of Shares
Purchased
(1)
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Average
Price Paid
per Share
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Approximate dollar value of Shares that may yet be
Purchased under the
Plans or Programs
(in thousands)
(2)
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|||||
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October 1, 2016 through October 31, 2016
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19,406
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$
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84.14
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$
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404,006
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November 1, 2016 through November 30, 2016
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40,634
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$
|
84.42
|
|
|
$
|
404,006
|
|
|
December 1, 2016 through December 31, 2016
|
|
71,724
|
|
|
$
|
86.06
|
|
|
$
|
404,006
|
|
|
Total
|
|
131,764
|
|
|
$
|
85.27
|
|
|
$
|
404,006
|
|
|
(1)
|
Represents shares acquired in open market purchases and 131,764 shares withheld from restricted stock units and stock awards that vested in the fourth quarter of
2016
to satisfy minimum tax withholding obligations that arose on the vesting of such restricted stock units and stock awards. We had no open market purchases of our common stock during the quarter ended December 31, 2016 as a result of the separation of the GoTo Business, which closed on January 31, 2017. For more information see Note 8 to our consolidated financial statements.
|
|
(2)
|
Shares withheld from restricted stock units and stock awards that vested to satisfy minimum tax withholding obligations that arose on the vesting of awards do not deplete the dollar amount available for purchases under the repurchase program.
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
(In thousands, except per share data)
|
||||||||||||||||||
|
Consolidated Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net revenues
|
|
$
|
3,418,265
|
|
|
$
|
3,275,594
|
|
|
$
|
3,142,856
|
|
|
$
|
2,918,434
|
|
|
$
|
2,586,123
|
|
|
Cost of net revenues
(a)
|
|
559,541
|
|
|
614,364
|
|
|
620,219
|
|
|
502,795
|
|
|
404,137
|
|
|||||
|
Gross margin
|
|
2,858,724
|
|
|
2,661,230
|
|
|
2,522,637
|
|
|
2,415,639
|
|
|
2,181,986
|
|
|||||
|
Operating expenses
(b)
|
|
2,209,566
|
|
|
2,311,145
|
|
|
2,220,326
|
|
|
2,034,922
|
|
|
1,791,208
|
|
|||||
|
Income from operations
|
|
649,158
|
|
|
350,085
|
|
|
302,311
|
|
|
380,717
|
|
|
390,778
|
|
|||||
|
Interest income
|
|
16,686
|
|
|
11,675
|
|
|
9,421
|
|
|
8,194
|
|
|
10,152
|
|
|||||
|
Interest expense
|
|
44,949
|
|
|
44,153
|
|
|
28,332
|
|
|
128
|
|
|
312
|
|
|||||
|
Other (expense) income, net
|
|
(4,131
|
)
|
|
(5,730
|
)
|
|
(7,694
|
)
|
|
(893
|
)
|
|
9,611
|
|
|||||
|
Income before income taxes
|
|
616,764
|
|
|
311,877
|
|
|
275,706
|
|
|
387,890
|
|
|
410,229
|
|
|||||
|
Income tax expense (benefit)
|
|
80,652
|
|
|
(7,484
|
)
|
|
23,983
|
|
|
48,367
|
|
|
57,682
|
|
|||||
|
Net income
|
|
536,112
|
|
|
319,361
|
|
|
251,723
|
|
|
339,523
|
|
|
352,547
|
|
|||||
|
Net income per share - diluted
|
|
$
|
3.41
|
|
|
$
|
1.99
|
|
|
$
|
1.47
|
|
|
$
|
1.80
|
|
|
$
|
1.86
|
|
|
Weighted average shares outstanding - diluted
|
|
157,084
|
|
|
160,362
|
|
|
171,270
|
|
|
188,245
|
|
|
189,129
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
December 31,
|
||||||||||||||||||
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
(In thousands)
|
||||||||||||||||||
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total assets
|
|
$
|
6,390,227
|
|
|
$
|
5,467,517
|
|
|
$
|
5,512,007
|
|
|
$
|
5,212,249
|
|
|
$
|
4,796,402
|
|
|
Total equity
|
|
2,608,727
|
|
|
1,973,446
|
|
|
2,173,645
|
|
|
3,319,807
|
|
|
3,121,777
|
|
|||||
|
(a)
|
Cost of net revenues includes amortization and impairment of product related intangible assets of
$60.4 million
,
$131.2 million
,
$146.4 million
,
$97.9 million
, and
$80.0 million
in
2016
,
2015
,
2014
,
2013
and
2012
, respectively.
|
|
(b)
|
Operating expenses includes amortization and impairment of other intangible assets of
$29.2 million
,
$108.7 million
,
$45.9 million
,
$41.7 million
, and
$34.5 million
in
2016
,
2015
,
2014
,
2013
and
2012
, respectively.
|
|
•
|
Product and license revenue increased
0.9%
to $
883.3 million
;
|
|
•
|
Software as a service revenue increased
11.6%
to $
816.4 million
;
|
|
•
|
License updates and maintenance revenue increased
4.4%
to $
1.6 billion
;
|
|
•
|
Professional services revenue decreased
11.0%
to $
131.2 million
;
|
|
•
|
Gross margin as a percentage of revenue increased
2.4%
to
83.6%
;
|
|
•
|
Operating income increased
85.4%
to $
649.2 million
; and
|
|
•
|
Diluted earnings per share increased
71.4%
to $
3.41
.
|
|
•
|
Persuasive evidence of the arrangement exists.
Evidence of an arrangement generally consists of a purchase order issued pursuant to the terms and conditions of a distributor, reseller or end user agreement. For SaaS, we generally require the customer or the reseller to electronically accept the terms of an online services agreement or execute a contract.
|
|
•
|
Delivery has occurred and we have no remaining obligations.
We consider delivery of licenses under electronic licensing agreements to have occurred when the related products are shipped and the end-user has been electronically provided the software activation keys that allow the end-user to take immediate possession of the product. For hardware appliance sales, our standard delivery method is free-on-board shipping point. Consequently, we consider delivery of appliances to have occurred when the products are shipped pursuant to an agreement and purchase order. For SaaS, delivery occurs upon providing the users with their login id and password. For product training and consulting services, we fulfill our obligation when the services are performed. For license updates and maintenance, we assume that our obligation is satisfied ratably over the respective terms of the agreements, which are typically 12 to 24 months. For SaaS, we assume that our obligation is satisfied ratably over the respective terms of the agreements, which are typically 12 months.
|
|
•
|
The fee is fixed or determinable.
In the normal course of business, we do not provide customers with the right to a refund of any portion of their license fees or extended payment terms. The fees are considered fixed or determinable upon establishment of an arrangement that contains the final terms of the sale including description, quantity and price of each product or service purchased. For SaaS, the fee is considered fixed or determinable if it is not subject to refund or adjustment.
|
|
•
|
Collectability is probable.
We assess collectability based primarily on the creditworthiness of the customer. Management’s judgment is required in assessing the probability of collection, which is generally based on an evaluation of customer specific information, historical experience and economic market conditions. If we determine from the outset of an arrangement that collectability is not probable, revenue recognition is deferred until customer payment is received and the other parameters of revenue recognition described above have been achieved.
|
|
|
Year Ended December 31,
|
|
2016 Compared to 2015
|
|
2015 Compared to 2014
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Product and licenses
|
$
|
883,329
|
|
|
$
|
875,807
|
|
|
$
|
899,736
|
|
|
0.9
|
%
|
|
(2.7
|
)%
|
|
Software as a service
|
816,436
|
|
|
731,292
|
|
|
651,562
|
|
|
11.6
|
|
|
12.2
|
|
|||
|
License updates and maintenance
|
1,587,271
|
|
|
1,521,007
|
|
|
1,416,017
|
|
|
4.4
|
|
|
7.4
|
|
|||
|
Professional services
|
131,229
|
|
|
147,488
|
|
|
175,541
|
|
|
(11.0
|
)
|
|
(16.0
|
)
|
|||
|
Total net revenues
|
3,418,265
|
|
|
3,275,594
|
|
|
3,142,856
|
|
|
4.4
|
|
|
4.2
|
|
|||
|
Cost of net revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Cost of product and license revenues
|
121,391
|
|
|
118,265
|
|
|
124,110
|
|
|
2.6
|
|
|
(4.7
|
)
|
|||
|
Cost of services and maintenance revenues
|
377,731
|
|
|
364,916
|
|
|
349,683
|
|
|
3.5
|
|
|
4.4
|
|
|||
|
Amortization of product related intangible assets
|
59,291
|
|
|
74,912
|
|
|
93,431
|
|
|
(20.9
|
)
|
|
(19.8
|
)
|
|||
|
Impairment of product related intangible assets
|
1,128
|
|
|
56,271
|
|
|
52,995
|
|
|
(98.0
|
)
|
|
6.2
|
|
|||
|
Total cost of net revenues
|
559,541
|
|
|
614,364
|
|
|
620,219
|
|
|
(8.9
|
)
|
|
(0.9
|
)
|
|||
|
Gross margin
|
2,858,724
|
|
|
2,661,230
|
|
|
2,522,637
|
|
|
7.4
|
|
|
5.5
|
|
|||
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Research and development
|
489,265
|
|
|
563,975
|
|
|
553,817
|
|
|
(13.2
|
)
|
|
1.8
|
|
|||
|
Sales, marketing and services
|
1,185,814
|
|
|
1,195,362
|
|
|
1,280,265
|
|
|
(0.8
|
)
|
|
(6.6
|
)
|
|||
|
General and administrative
|
377,568
|
|
|
336,313
|
|
|
319,922
|
|
|
12.3
|
|
|
5.1
|
|
|||
|
Amortization of other intangible assets
|
29,173
|
|
|
41,595
|
|
|
39,577
|
|
|
(29.9
|
)
|
|
5.1
|
|
|||
|
Impairment of other intangible assets
|
—
|
|
|
67,137
|
|
|
6,321
|
|
|
(100.0
|
)
|
|
962.1
|
|
|||
|
Restructuring
|
71,122
|
|
|
100,411
|
|
|
20,424
|
|
|
(29.2
|
)
|
|
391.6
|
|
|||
|
Separation
|
56,624
|
|
|
6,352
|
|
|
—
|
|
|
791.4
|
|
|
*
|
|
|||
|
Total operating expenses
|
2,209,566
|
|
|
2,311,145
|
|
|
2,220,326
|
|
|
(4.4
|
)
|
|
4.1
|
|
|||
|
Income from operations
|
649,158
|
|
|
350,085
|
|
|
302,311
|
|
|
85.4
|
|
|
15.8
|
|
|||
|
Interest income
|
16,686
|
|
|
11,675
|
|
|
9,421
|
|
|
42.9
|
|
|
23.9
|
|
|||
|
Interest expense
|
44,949
|
|
|
44,153
|
|
|
28,332
|
|
|
1.8
|
|
|
55.8
|
|
|||
|
Other expense, net
|
(4,131
|
)
|
|
(5,730
|
)
|
|
(7,694
|
)
|
|
(27.9
|
)
|
|
(25.5
|
)
|
|||
|
Income before income taxes
|
616,764
|
|
|
311,877
|
|
|
275,706
|
|
|
97.8
|
|
|
13.1
|
|
|||
|
Income tax expense (benefit)
|
80,652
|
|
|
(7,484
|
)
|
|
23,983
|
|
|
1,177.7
|
|
|
(131.2
|
)
|
|||
|
Net income
|
$
|
536,112
|
|
|
$
|
319,361
|
|
|
$
|
251,723
|
|
|
67.9
|
|
|
26.9
|
|
|
*
|
not meaningful
|
|
•
|
Workspace Services is primarily comprised of XenDesktop, XenApp, XenMobile and Workspace Suite; and
|
|
•
|
Delivery Networking primarily includes NetScaler ADC and NetScaler SD-WAN.
|
|
•
|
Our Subscription Advantage program, an annual renewable program that provides subscribers with automatic delivery of unspecified software upgrades, enhancements and maintenance releases when and if they become available during the term of the subscription, for which fees are recognized ratably over the term of the contract, which is typically 12 to 24 months; and
|
|
•
|
Our maintenance fees, which include technical support and hardware and software maintenance, and which are recognized ratably over the contract term.
|
|
•
|
Fees from consulting services related to implementation of our products, which are recognized as the services are provided; and
|
|
•
|
Fees from product training and certification, which are recognized as the services are provided.
|
|
•
|
Communications Cloud offerings, which primarily include GoToMeeting, GoToWebinar, GoToTraining and Grasshopper; and
|
|
•
|
Workflow Cloud offerings, which primarily include GoToMyPC and GoToAssist.
|
|
|
Year Ended December 31,
|
|
2016 Compared to 2015
|
|
2015 Compared to 2014
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Product and licenses
|
$
|
883,329
|
|
|
$
|
875,807
|
|
|
$
|
899,736
|
|
|
$
|
7,522
|
|
|
$
|
(23,929
|
)
|
|
Software as a Service
|
816,436
|
|
|
731,292
|
|
|
651,562
|
|
|
85,144
|
|
|
79,730
|
|
|||||
|
License updates and maintenance
|
1,587,271
|
|
|
1,521,007
|
|
|
1,416,017
|
|
|
66,264
|
|
|
104,990
|
|
|||||
|
Professional Services
|
131,229
|
|
|
147,488
|
|
|
175,541
|
|
|
(16,259
|
)
|
|
(28,053
|
)
|
|||||
|
Total net revenues
|
$
|
3,418,265
|
|
|
$
|
3,275,594
|
|
|
$
|
3,142,856
|
|
|
$
|
142,671
|
|
|
$
|
132,738
|
|
|
|
Year Ended December 31,
|
|
Revenue Growth
|
|
Revenue Growth
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016 to 2015
|
|
2015 to 2014
|
||||||||
|
|
(In thousands)
|
||||||||||||||||
|
Enterprise and Service Provider
|
$
|
2,736,080
|
|
|
$
|
2,646,154
|
|
|
$
|
2,563,064
|
|
|
3.4
|
%
|
|
3.2
|
%
|
|
GoTo Business
|
682,185
|
|
|
629,440
|
|
|
579,792
|
|
|
8.4
|
%
|
|
8.6
|
%
|
|||
|
Consolidated net revenues
|
$
|
3,418,265
|
|
|
$
|
3,275,594
|
|
|
$
|
3,142,856
|
|
|
4.4
|
%
|
|
4.2
|
%
|
|
|
Year Ended December 31,
|
2016 Compared to 2015
|
|
2015 Compared to 2014
|
|||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
Cost of product and license revenues
|
$
|
121,391
|
|
|
$
|
118,265
|
|
|
$
|
124,110
|
|
|
$
|
3,126
|
|
|
$
|
(5,845
|
)
|
|
Cost of services and maintenance revenues
|
377,731
|
|
|
364,916
|
|
|
349,683
|
|
|
12,815
|
|
|
15,233
|
|
|||||
|
Amortization of product related intangible assets
|
59,291
|
|
|
74,912
|
|
|
93,431
|
|
|
(15,621
|
)
|
|
(18,519
|
)
|
|||||
|
Impairment of product related intangible assets
|
1,128
|
|
|
56,271
|
|
|
52,995
|
|
|
(55,143
|
)
|
|
3,276
|
|
|||||
|
Total cost of net revenues
|
$
|
559,541
|
|
|
$
|
614,364
|
|
|
$
|
620,219
|
|
|
$
|
(54,823
|
)
|
|
$
|
(5,855
|
)
|
|
|
Year Ended December 31,
|
|
2016 Compared to 2015
|
|
2015 Compared to 2014
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
General and administrative
|
$
|
377,568
|
|
|
$
|
336,313
|
|
|
$
|
319,922
|
|
|
$
|
41,255
|
|
|
$
|
16,391
|
|
|
|
Year Ended December 31,
|
|
2016 Compared to 2015
|
|
2015 Compared to 2014
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
Amortization of other intangible assets
|
$
|
29,173
|
|
|
$
|
41,595
|
|
|
$
|
39,577
|
|
|
$
|
(12,422
|
)
|
|
$
|
2,018
|
|
|
|
Year Ended December 31,
|
|
2016 Compared to 2015
|
|
2015 Compared to 2014
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
Impairment of other intangible assets
|
$
|
—
|
|
|
$
|
67,137
|
|
|
$
|
6,321
|
|
|
$
|
(67,137
|
)
|
|
$
|
60,816
|
|
|
|
Year Ended December 31,
|
|
2016 Compared to 2015
|
|
2015 Compared to 2014
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
Restructuring
|
$
|
71,122
|
|
|
$
|
100,411
|
|
|
$
|
20,424
|
|
|
$
|
(29,289
|
)
|
|
$
|
79,987
|
|
|
|
Year Ended December 31,
|
|
2016 Compared to 2015
|
|
2015 Compared to 2014
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
Separation
|
$
|
56,624
|
|
|
$
|
6,352
|
|
|
$
|
—
|
|
|
$
|
50,272
|
|
|
$
|
6,352
|
|
|
|
December 31,
|
|
2016 Compared to 2015
|
||||||||
|
|
2016
|
|
2015
|
|
|||||||
|
|
(In thousands)
|
||||||||||
|
Cash, cash equivalents and investments
|
$
|
2,664,171
|
|
|
$
|
1,763,334
|
|
|
$
|
900,837
|
|
|
•
|
Level 1.
Observable inputs such as quoted prices in active markets for identical assets or liabilities;
|
|
•
|
Level 2
. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
|
|
•
|
Level 3
. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
|
|
Fair Value
|
|
Carrying Value
|
||||
|
Convertible Senior Notes
|
$
|
1,674,688
|
|
|
$
|
1,348,156
|
|
|
|
December 31,
|
|
2016 Compared to 2015
|
||||||||
|
|
2016
|
|
2015
|
|
|||||||
|
|
(In thousands)
|
||||||||||
|
Accounts receivable
|
$
|
731,823
|
|
|
$
|
676,995
|
|
|
$
|
54,828
|
|
|
Allowance for returns
|
(1,994
|
)
|
|
(1,438
|
)
|
|
(556
|
)
|
|||
|
Allowance for doubtful accounts
|
(3,889
|
)
|
|
(6,281
|
)
|
|
2,392
|
|
|||
|
Accounts receivable, net
|
$
|
725,940
|
|
|
$
|
669,276
|
|
|
$
|
56,664
|
|
|
|
|
Payments due by period
|
||||||||||||||||||
|
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
|
Operating lease obligations
(1)
|
|
$
|
367,636
|
|
|
$
|
55,097
|
|
|
$
|
95,886
|
|
|
$
|
74,994
|
|
|
$
|
141,659
|
|
|
Convertible senior notes
(2)
|
|
1,437,500
|
|
|
—
|
|
|
1,437,500
|
|
|
—
|
|
|
—
|
|
|||||
|
Purchase obligations
(3)
|
|
42,800
|
|
|
42,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total contractual obligations
(4)
|
|
$
|
1,847,936
|
|
|
$
|
97,897
|
|
|
$
|
1,533,386
|
|
|
$
|
74,994
|
|
|
$
|
141,659
|
|
|
|
|
|
(1)
|
The amounts in the table above include $86.4 million in exited facility costs related to restructuring activities. In addition, Citrix will remain liable to the lessor for the duration of certain GoTo Business leases of approximately $6.8 million. The future operating lease obligation in the table above excludes approximately
$16.6 million
related to the GoTo Business, since Citrix completed the spin-off and merger of its GoTo Business with LogMeIn, Inc. on January 31, 2017.
|
|
(2)
|
During the second quarter of 2014, we completed a private placement of $1.44 billion principal amount of 0.500% Convertible Senior Notes due 2019. The amount above represents the principal balance to be repaid. See Note 12 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended
December 31, 2016
for detailed information on the Convertible Notes offering and the transactions related thereto.
|
|
(3)
|
Purchase obligations represent non-cancelable commitments to purchase inventory ordered before year-end 2017 of approximately
$18.3 million
and a contingent obligation to purchase inventory, which is based on amount of usage, of approximately
$24.5 million
.
|
|
(4)
|
Total contractual obligations do not include agreements where our commitment is variable in nature or where cancellations without payment provisions exist and excludes
$69.8 million
of liabilities related to uncertain tax positions recorded in accordance with authoritative guidance, because we could not make reasonably reliable estimates of the period or amount of cash settlement with the respective taxing authorities. See Note 10 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended
December 31, 2016
for further information.
|
|
(a)
|
1. Consolidated Financial Statements.
|
|
Exhibit No.
|
|
Description
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of July 26, 2016, among Citrix Systems, Inc., GetGo, Inc., LogMeIn, Inc. and Lithium Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed July 28, 2016)**
|
|
2.2
|
|
Separation and Distribution Agreement, dated as of July 26, 2016, by and among Citrix Systems, Inc., GetGo, Inc. and LogMeIn, Inc. (incorporated herein by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed July 28, 2016)**
|
|
2.3†
|
|
Amended and Restated Tax Matters Agreement, dated as of September 13, 2016, by and among LogMeIn, Inc., Citrix Systems, Inc. and GetGo, Inc**
|
|
2.4†
|
|
Amendment No. 1, dated as of December 8, 2016, to Agreement and Plan of Merger, dated as of July 26, 2016, by and among LogMeIn, Inc., Lithium Merger Sub, Inc., Citrix Systems, Inc. and GetGo, Inc**
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 29, 2013)
|
|
3.2
|
|
Amended and Restated By-laws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 31, 2015)
|
|
4.1
|
|
Specimen certificate representing Common Stock (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 33-98542), as amended)
|
|
4.2
|
|
Indenture, dated as of April 30, 2014, between Citrix Systems, Inc. and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 30, 2014)
|
|
4.3
|
|
Form of 0.500% Convertible Senior Notes due 2019 (included in Exhibit 4.2)
|
|
10.1*
|
|
Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)
|
|
10.2*
|
|
First Amendment to Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated as of May 28, 2010)
|
|
10.3*
|
|
Second Amendment to the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated as of June 2, 2011)
|
|
10.4*
|
|
Third Amendment to the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated as of June 2, 2011)
|
|
10.5*
|
|
Fourth Amendment to the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated as of May 31, 2012)
|
|
10.6*
|
|
Fifth Amendment to the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
|
|
10.7*
|
|
Sixth Amendment to the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 29, 2013)
|
|
10.8*
|
|
Form of Global Stock Option Agreement under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011)
|
|
10.9*
|
|
Form of Restricted Stock Unit Agreement For Non-Employee Directors under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011)
|
|
10.10*
|
|
Form of Global Restricted Stock Unit Agreement under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (Performance Based Awards) (incorporated herein by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011)
|
|
10.11*
|
|
Form of Global Restricted Stock Unit Agreement under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (Time Based Awards) (incorporated herein by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011)
|
|
10.12*
|
|
Form of Global Restricted Stock Unit Agreement under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (Long Term Incentive) (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)
|
|
10.13*
|
|
Form of Long Term Incentive Agreement under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 of the Company's Annual Report on Form 10-K for the year ended December 31, 2014)
|
|
10.14*
|
|
Amended and Restated 2005 Employee Stock Purchase Plan (incorporated by reference herein to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011)
|
|
10.15*
|
|
Amendment to Amended and Restated 2005 Employee Stock Purchase Plan (incorporated by reference herein to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012)
|
|
10.16*
|
|
Citrix Systems, Inc. Executive Bonus Plan (incorporated by reference herein to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013)
|
|
10.17*
|
|
Form of Indemnification Agreement by and between the Company and each of its Directors and executive officers (incorporated herein by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)
|
|
10.18*
|
|
Citrix Systems, Inc. 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 28, 2014)
|
|
10.19
|
|
Form of Call Option Transaction Confirmation between Citrix Systems, Inc. and each of JPMorgan Chase Bank, National Association, London Branch; Goldman, Sachs & Co.; Bank of America, N.A.; and Royal Bank of Canada (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 30, 2014)
|
|
10.20
|
|
Form of Warrants Confirmation between Citrix Systems, Inc. and each of JPMorgan Chase Bank, National Association, London Branch; Goldman, Sachs & Co.; Bank of America, N.A.; and Royal Bank of Canada (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 30, 2014)
|
|
10.21
|
|
Form of Additional Call Option Transaction Confirmation between Citrix Systems, Inc. and each of JPMorgan Chase Bank, National Association, London Branch; Goldman, Sachs & Co.; Bank of America, N.A.; and Royal Bank of Canada (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 6, 2014)
|
|
10.22
|
|
Form of Additional Warrants Confirmation between Citrix Systems, Inc. and each of JPMorgan Chase Bank, National Association, London Branch; Goldman, Sachs & Co.; Bank of America, N.A.; and Royal Bank of Canada (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 6, 2014)
|
|
10.23
|
|
Master Confirmation between Citibank, N.A. and Citrix Systems, Inc., dated April 25, 2014 (incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 30, 2014)
|
|
10.24
|
|
Credit Agreement, dated as of January 7, 2015, by and among Citrix Systems, Inc., the initial lenders named therein and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 8, 2015)
|
|
10.25
|
|
Cooperation Agreement, by and among Citrix Systems, Inc., Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc., dated July 28, 2015 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 28, 2015)
|
|
10.26*
|
|
2015 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 10-Q filed on August 7, 2015)
|
|
10.27*
|
|
Retention Agreement, dated October 12, 2015, by and between Citrix Systems, Inc. and Mark B. Templeton (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 16, 2015)
|
|
10.28*
|
|
Retention Agreement, dated as of July 1, 2016, by and between Citrix Systems, Inc. and William Burley (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 4, 2016)
|
|
10.29*
|
|
Employment Agreement, dated January 18, 2017, by and between Citrix Systems, Inc. and Robert M. Calderoni (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 20, 2017)
|
|
10.30*
|
|
Form of Executive Agreement of Citrix Systems, Inc. by and between the Company and each of David J. Henshall, Carlos E. Sartorius and Timothy Minahan (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 20, 2017)
|
|
10.31
|
|
Letter Agreement, dated as of July 26, 2016, among Citrix Systems, Inc., GetGo, Inc., LogMeIn, Inc., Elliott Associates, L.P. and Elliott International, L.P. (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed July 28, 2016)
|
|
10.32*
|
|
Employment Agreement, dated January 19, 2016, by and between Citrix Systems, Inc. and Kirill Tatarinov (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 20, 2016)
|
|
10.33*
|
|
Amended and Restated Incentive Agreement, dated February 16, 2016, by and between Citrix Systems, Inc. and Christopher Hylen (incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed May 6, 2016)
|
|
10.34*
|
|
Restricted Stock Award Agreement under the Citrix Systems, Inc. 2014 Equity Incentive Plan for Kirill Tatarinov (incorporated herein by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed May 6, 2016)
|
|
10.35*
|
|
Restricted Stock Unit Agreement under the Citrix Systems, Inc. 2014 Equity Incentive Plan for Kirill Tatarinov (2016 Performance-Based Awards) (incorporated herein by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q filed May 6, 2016)
|
|
10.36*
|
|
Form of Restricted Stock Unit Agreement under the Citrix Systems, Inc. 2014 Equity Incentive Plan (2016 Performance-Based Awards) (incorporated herein by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q filed May 6, 2016)
|
|
10.37
|
|
First Amendment to Credit Agreement, dated as of August 7, 2015, by and among Citrix Systems, Inc., the lenders named therein and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on November 4, 2015)
|
|
10.38*
|
|
Form of Restricted Stock Unit Agreement under the Citrix Systems, Inc. 2014 Equity Incentive Plan for each of David J. Henshall, Timothy Minahan and Carlos E. Sartorius (Performance Based Awards) (incorporated herein by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed on November 4, 2015)
|
|
10.39*†
|
|
Amendment to 2015 Employee Stock Purchase Plan, dated October 27, 2016
|
|
21.1†
|
|
List of Subsidiaries
|
|
23.1†
|
|
Consent of Independent Registered Public Accounting Firm
|
|
24.1
|
|
Power of Attorney (included in signature page)
|
|
31.1†
|
|
Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer
|
|
31.2†
|
|
Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer
|
|
32.1††
|
|
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
|
|
101.INS†
|
|
XBRL Instance Document
|
|
101.SCH†
|
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL†
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF†
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB†
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE†
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
*
|
Indicates a management contract or a compensatory plan, contract or arrangement.
|
|
**
|
Schedules (or similar attachments) have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules (or similar attachments) upon request by the SEC.
|
|
†
|
Filed herewith.
|
|
††
|
Furnished herewith.
|
|
|
|
CITRIX SYSTEMS, INC.
|
|
|
|
|
|
|
By:
|
/s/ KIRILL TATARINOV
|
|
|
|
Kirill Tatarinov
|
|
|
|
President and Chief Executive Officer
|
|
Signature
|
|
Title(s)
|
|
|
|
|
|
|
||
|
/S/ KIRILL TATARINOV
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
|
|
Kirill Tatarinov
|
|
|
||
|
|
|
|
||
|
/S/ DAVID J. HENSHALL
|
|
Executive Vice President, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)
|
|
|
|
David J. Henshall
|
|
|
|
|
|
|
|
|
|
|
|
/S/ JESSICA SOISSON
|
|
Vice President, Controller (Principal Accounting Officer)
|
|
|
|
Jessica Soisson
|
|
|
|
|
|
|
|
|
|
|
|
/S/ ROBERT M. CALDERONI
|
|
Executive Chairman of the Board of Directors
|
|
|
|
Robert M. Calderoni
|
|
|
|
|
|
|
|
|
||
|
/S/ NANCI CALDWELL
|
|
Director
|
|
|
|
Nanci Caldwell
|
|
|
|
|
|
|
|
|
|
|
|
/S/ JESSE COHN
|
|
Director
|
|
|
|
Jesse Cohn
|
|
|
|
|
|
|
|
|
|
|
|
/S/ ROBERT D. DALEO
|
|
Director
|
|
|
|
Robert D. Daleo
|
|
|
|
|
|
|
|
|
||
|
/S/ MURRAY J. DEMO
|
|
Director
|
|
|
|
Murray J. Demo
|
|
|
|
|
|
|
|
|
||
|
/S/ PETER J. SACRIPANTI
|
|
Director
|
|
|
|
Peter J. Sacripanti
|
|
|
|
|
|
|
|
|
|
|
|
/S/ GRAHAM V. SMITH
|
|
Director
|
|
|
|
Graham V. Smith
|
|
|
|
|
|
|
|
|
|
|
|
/S/ GODFREY R. SULLIVAN
|
|
Director
|
|
|
|
Godfrey R. Sullivan
|
|
|
|
|
|
|
|
|
|
|
|
|
Report of Independent Registered Certified Public Accounting Firm
|
F-
2
|
|
|
Consolidated
Balance Sheets — December 31, 2016 and 2015
|
F-
3
|
|
|
Consolidated Statements of Income — Years ended December 31, 201
6, 2015 and 2014
|
F-
4
|
|
|
F-
5
|
|
|
|
Consolidated Statements of Equity — Years ended December 31, 201
6, 2015 and 2014
|
F-
6
|
|
|
Consolidated Statements of Cash Flows — Years ended December 31, 201
6, 2015 and 2014
|
F-
7
|
|
|
F-
8
|
|
|
The following consolidated financial statement schedule of Citrix Systems, Inc. is included in Item 15(a):
|
|
|
|
|
Schedule II Valuation and Qualifying Accounts
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
|
(In thousands, except par value)
|
||||||
|
Assets
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
956,956
|
|
|
$
|
368,518
|
|
|
Short-term investments, available-for-sale
|
727,073
|
|
|
502,852
|
|
||
|
Accounts receivable, net of allowances of $5,883 and $7,719 at December 31, 2016 and 2015, respectively
|
725,940
|
|
|
669,276
|
|
||
|
Inventories, net
|
12,522
|
|
|
10,521
|
|
||
|
Prepaid expenses and other current assets
|
138,786
|
|
|
132,784
|
|
||
|
Total current assets
|
2,561,277
|
|
|
1,683,951
|
|
||
|
Long-term investments, available-for-sale
|
980,142
|
|
|
891,964
|
|
||
|
Property and equipment, net
|
343,820
|
|
|
373,817
|
|
||
|
Goodwill
|
1,966,810
|
|
|
1,962,722
|
|
||
|
Other intangible assets, net
|
227,993
|
|
|
283,418
|
|
||
|
Deferred tax assets, net
|
252,396
|
|
|
215,196
|
|
||
|
Other assets
|
57,789
|
|
|
56,449
|
|
||
|
Total assets
|
$
|
6,390,227
|
|
|
$
|
5,467,517
|
|
|
Liabilities, Temporary Equity and Stockholders' Equity
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Accounts payable
|
$
|
84,057
|
|
|
$
|
95,396
|
|
|
Accrued expenses and other current liabilities
|
302,887
|
|
|
317,468
|
|
||
|
Income taxes payable
|
39,771
|
|
|
18,351
|
|
||
|
Current portion of deferred revenues
|
1,323,478
|
|
|
1,249,754
|
|
||
|
Convertible notes, short-term
|
1,348,156
|
|
|
—
|
|
||
|
Total current liabilities
|
3,098,349
|
|
|
1,680,969
|
|
||
|
Long-term portion of deferred revenues
|
480,359
|
|
|
414,314
|
|
||
|
Convertible notes, long-term
|
—
|
|
|
1,311,071
|
|
||
|
Other liabilities
|
123,297
|
|
|
87,717
|
|
||
|
Commitments and contingencies
|
|
|
|
|
|||
|
Temporary equity from Convertible notes
|
79,495
|
|
|
—
|
|
||
|
Stockholders' equity:
|
|
|
|
||||
|
Preferred stock at $.01 par value: 5,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
||
|
Common stock at $.001 par value: 1,000,000 shares authorized; 302,851 and 299,113 shares issued and outstanding at December 31, 2016 and 2015, respectively
|
303
|
|
|
299
|
|
||
|
Additional paid-in capital
|
4,761,588
|
|
|
4,566,919
|
|
||
|
Retained earnings
|
4,010,737
|
|
|
3,474,625
|
|
||
|
Accumulated other comprehensive loss
|
(28,704
|
)
|
|
(28,527
|
)
|
||
|
|
8,743,924
|
|
|
8,013,316
|
|
||
|
Less - common stock in treasury, at cost (146,552 and 145,296 shares at December 31, 2016 and 2015, respectively)
|
(6,135,197
|
)
|
|
(6,039,870
|
)
|
||
|
Total stockholders' equity
|
2,608,727
|
|
|
1,973,446
|
|
||
|
Total liabilities, temporary equity and stockholders' equity
|
$
|
6,390,227
|
|
|
$
|
5,467,517
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands, except per share information)
|
||||||||||
|
Revenues:
|
|
|
|
|
|
||||||
|
Product and licenses
|
$
|
883,329
|
|
|
$
|
875,807
|
|
|
$
|
899,736
|
|
|
Software as a service
|
816,436
|
|
|
731,292
|
|
|
651,562
|
|
|||
|
License updates and maintenance
|
1,587,271
|
|
|
1,521,007
|
|
|
1,416,017
|
|
|||
|
Professional services
|
131,229
|
|
|
147,488
|
|
|
175,541
|
|
|||
|
Total net revenues
|
3,418,265
|
|
|
3,275,594
|
|
|
3,142,856
|
|
|||
|
Cost of net revenues:
|
|
|
|
|
|
||||||
|
Cost of product and license revenues
|
121,391
|
|
|
118,265
|
|
|
124,110
|
|
|||
|
Cost of services and maintenance revenues
|
377,731
|
|
|
364,916
|
|
|
349,683
|
|
|||
|
Amortization of product related intangible assets
|
59,291
|
|
|
74,912
|
|
|
93,431
|
|
|||
|
Impairment of product related intangible assets
|
1,128
|
|
|
56,271
|
|
|
52,995
|
|
|||
|
Total cost of net revenues
|
559,541
|
|
|
614,364
|
|
|
620,219
|
|
|||
|
Gross margin
|
2,858,724
|
|
|
2,661,230
|
|
|
2,522,637
|
|
|||
|
Operating expenses:
|
|
|
|
|
|
||||||
|
Research and development
|
489,265
|
|
|
563,975
|
|
|
553,817
|
|
|||
|
Sales, marketing and services
|
1,185,814
|
|
|
1,195,362
|
|
|
1,280,265
|
|
|||
|
General and administrative
|
377,568
|
|
|
336,313
|
|
|
319,922
|
|
|||
|
Amortization of other intangible assets
|
29,173
|
|
|
41,595
|
|
|
39,577
|
|
|||
|
Impairment of other intangible assets
|
—
|
|
|
67,137
|
|
|
6,321
|
|
|||
|
Restructuring
|
71,122
|
|
|
100,411
|
|
|
20,424
|
|
|||
|
Separation
|
56,624
|
|
|
6,352
|
|
|
—
|
|
|||
|
Total operating expenses
|
2,209,566
|
|
|
2,311,145
|
|
|
2,220,326
|
|
|||
|
Income from operations
|
649,158
|
|
|
350,085
|
|
|
302,311
|
|
|||
|
Interest income
|
16,686
|
|
|
11,675
|
|
|
9,421
|
|
|||
|
Interest expense
|
44,949
|
|
|
44,153
|
|
|
28,332
|
|
|||
|
Other expense, net
|
(4,131
|
)
|
|
(5,730
|
)
|
|
(7,694
|
)
|
|||
|
Income before income taxes
|
616,764
|
|
|
311,877
|
|
|
275,706
|
|
|||
|
Income tax expense (benefit)
|
80,652
|
|
|
(7,484
|
)
|
|
23,983
|
|
|||
|
Net income
|
$
|
536,112
|
|
|
$
|
319,361
|
|
|
$
|
251,723
|
|
|
Earnings per share:
|
|
|
|
|
|
||||||
|
Basic
|
$
|
3.46
|
|
|
$
|
2.01
|
|
|
$
|
1.48
|
|
|
Diluted
|
$
|
3.41
|
|
|
$
|
1.99
|
|
|
$
|
1.47
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
|
Basic
|
155,134
|
|
|
158,874
|
|
|
169,879
|
|
|||
|
Diluted
|
157,084
|
|
|
160,362
|
|
|
171,270
|
|
|||
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
||||||||||
|
|
|
|
|
|
|
||||||
|
Net income
|
$
|
536,112
|
|
|
$
|
319,361
|
|
|
$
|
251,723
|
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
|
Change in foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(21,804
|
)
|
|||
|
|
|
|
|
|
|
||||||
|
Available for sale securities:
|
|
|
|
|
|
||||||
|
Change in net unrealized gains (losses)
|
996
|
|
|
(2,080
|
)
|
|
(911
|
)
|
|||
|
Less: reclassification adjustment for net (gains) losses included in net income
|
(1,204
|
)
|
|
170
|
|
|
(1,317
|
)
|
|||
|
Net change (net of tax effect)
|
(208
|
)
|
|
(1,910
|
)
|
|
(2,228
|
)
|
|||
|
|
|
|
|
|
|
||||||
|
Gain (loss) on pension liability
|
906
|
|
|
4,083
|
|
|
(6,512
|
)
|
|||
|
|
|
|
|
|
|
||||||
|
Cash flow hedges:
|
|
|
|
|
|
||||||
|
Change in unrealized losses
|
(2,638
|
)
|
|
(6,937
|
)
|
|
(9,074
|
)
|
|||
|
Less: reclassification adjustment for net losses (gains) included in net income
|
1,763
|
|
|
13,027
|
|
|
(2,123
|
)
|
|||
|
Net change (net of tax effect)
|
(875
|
)
|
|
6,090
|
|
|
(11,197
|
)
|
|||
|
|
|
|
|
|
|
||||||
|
Other comprehensive (loss) income
|
(177
|
)
|
|
8,263
|
|
|
(41,741
|
)
|
|||
|
|
|
|
|
|
|
||||||
|
Comprehensive income
|
$
|
535,935
|
|
|
$
|
327,624
|
|
|
$
|
209,982
|
|
|
|
Common Stock
|
|
Additional
Paid In Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
(loss) income
|
|
Common Stock
in Treasury
|
|
|
Total
Equity
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||||||
|
Balance at December 31, 2013
|
291,078
|
|
|
$
|
291
|
|
|
$
|
3,974,297
|
|
|
$
|
2,903,541
|
|
|
$
|
4,951
|
|
|
(107,789
|
)
|
|
$
|
(3,563,273
|
)
|
|
|
$
|
3,319,807
|
|
|
Shares issued under stock-based compensation plans
|
3,031
|
|
|
3
|
|
|
46,618
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
46,621
|
|
||||||
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
164,040
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
164,040
|
|
||||||
|
Common stock issued under employee stock purchase plan
|
565
|
|
|
1
|
|
|
33,908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
33,909
|
|
||||||
|
Tax deficiency from employer stock plans, net
|
—
|
|
|
—
|
|
|
(14,679
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(14,679
|
)
|
||||||
|
Stock repurchases, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,549
|
)
|
|
(1,640,885
|
)
|
|
|
(1,640,885
|
)
|
||||||
|
Restricted shares turned in for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(560
|
)
|
|
(33,672
|
)
|
|
|
(33,672
|
)
|
||||||
|
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,741
|
)
|
|
—
|
|
|
—
|
|
|
|
(41,741
|
)
|
||||||
|
Convertible note tax impact
|
—
|
|
|
—
|
|
|
8,166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
8,166
|
|
||||||
|
Equity component of convertible note issuance
|
—
|
|
|
—
|
|
|
162,869
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
162,869
|
|
||||||
|
Purchase of convertible note hedges
|
—
|
|
|
—
|
|
|
(184,288
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(184,288
|
)
|
||||||
|
Issuance of warrants
|
—
|
|
|
—
|
|
|
101,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
101,775
|
|
||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
251,723
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
251,723
|
|
||||||
|
Balance at December 31, 2014
|
294,674
|
|
|
$
|
295
|
|
|
$
|
4,292,706
|
|
|
$
|
3,155,264
|
|
|
$
|
(36,790
|
)
|
|
(133,898
|
)
|
|
$
|
(5,237,830
|
)
|
|
|
$
|
2,173,645
|
|
|
Shares issued under stock-based compensation plans
|
3,878
|
|
|
3
|
|
|
112,282
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
112,285
|
|
||||||
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
139,816
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
139,816
|
|
||||||
|
Common stock issued under employee stock purchase plan
|
561
|
|
|
1
|
|
|
37,228
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
37,229
|
|
||||||
|
Tax deficiency from employer stock plans, net
|
—
|
|
|
—
|
|
|
(15,013
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(15,013
|
)
|
||||||
|
Stock repurchases, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,717
|
)
|
|
(755,704
|
)
|
|
|
(755,704
|
)
|
||||||
|
Restricted shares turned in for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(681
|
)
|
|
(46,336
|
)
|
|
|
(46,336
|
)
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(100
|
)
|
||||||
|
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,263
|
|
|
—
|
|
|
—
|
|
|
|
8,263
|
|
||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
319,361
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
319,361
|
|
||||||
|
Balance at December 31, 2015
|
299,113
|
|
|
$
|
299
|
|
|
$
|
4,566,919
|
|
|
$
|
3,474,625
|
|
|
$
|
(28,527
|
)
|
|
(145,296
|
)
|
|
$
|
(6,039,870
|
)
|
|
|
$
|
1,973,446
|
|
|
Shares issued under stock-based compensation plans
|
3,009
|
|
|
3
|
|
|
41,244
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
41,247
|
|
||||||
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
175,980
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
175,980
|
|
||||||
|
Temporary equity reclassification
|
—
|
|
|
—
|
|
|
(79,495
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(79,495
|
)
|
||||||
|
Common stock issued under employee stock purchase plan
|
729
|
|
|
1
|
|
|
57,514
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
57,515
|
|
||||||
|
Tax deficiency from employer stock plans, net
|
—
|
|
|
—
|
|
|
(574
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(574
|
)
|
||||||
|
Stock repurchases, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(426
|
)
|
|
(28,689
|
)
|
|
|
(28,689
|
)
|
||||||
|
Restricted shares turned in for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(830
|
)
|
|
(66,638
|
)
|
|
|
(66,638
|
)
|
||||||
|
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|
—
|
|
|
—
|
|
|
|
(177
|
)
|
||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
536,112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
536,112
|
|
||||||
|
Balance at December 31, 2016
|
302,851
|
|
|
$
|
303
|
|
|
$
|
4,761,588
|
|
|
$
|
4,010,737
|
|
|
$
|
(28,704
|
)
|
|
(146,552
|
)
|
|
$
|
(6,135,197
|
)
|
|
|
$
|
2,608,727
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
||||||||||
|
Operating Activities
|
|
|
|
|
|
||||||
|
Net income
|
$
|
536,112
|
|
|
$
|
319,361
|
|
|
$
|
251,723
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
|
Amortization and impairment of intangible assets
|
89,592
|
|
|
239,915
|
|
|
192,325
|
|
|||
|
Depreciation and amortization of property and equipment
|
159,446
|
|
|
152,964
|
|
|
137,945
|
|
|||
|
Amortization of debt discount and transaction costs
|
37,085
|
|
|
36,013
|
|
|
23,293
|
|
|||
|
Stock-based compensation expense
|
184,788
|
|
|
147,368
|
|
|
169,287
|
|
|||
|
Deferred income tax benefit
|
(41,104
|
)
|
|
(89,378
|
)
|
|
(36,982
|
)
|
|||
|
Excess tax benefit from stock-based compensation
|
(16,049
|
)
|
|
(5,873
|
)
|
|
(6,132
|
)
|
|||
|
Effects of exchange rate changes on monetary assets and liabilities denominated in foreign currencies
|
5,189
|
|
|
13,416
|
|
|
5,233
|
|
|||
|
Other non-cash items
|
11,628
|
|
|
8,740
|
|
|
12,419
|
|
|||
|
Total adjustments to reconcile net income to net cash provided by operating activities
|
430,575
|
|
|
503,165
|
|
|
497,388
|
|
|||
|
Changes in operating assets and liabilities, net of the effects of acquisitions:
|
|
|
|
|
|
||||||
|
Accounts receivable
|
(60,636
|
)
|
|
(7,226
|
)
|
|
(30,962
|
)
|
|||
|
Inventories
|
(4,133
|
)
|
|
703
|
|
|
(1,167
|
)
|
|||
|
Prepaid expenses and other current assets
|
(12,472
|
)
|
|
(8,057
|
)
|
|
(8,133
|
)
|
|||
|
Other assets
|
(2,460
|
)
|
|
(2,550
|
)
|
|
1,498
|
|
|||
|
Income taxes, net
|
49,834
|
|
|
51,994
|
|
|
(79,119
|
)
|
|||
|
Accounts payable
|
(20,905
|
)
|
|
10,959
|
|
|
40
|
|
|||
|
Accrued expenses and other current liabilities
|
33,150
|
|
|
49,586
|
|
|
62,195
|
|
|||
|
Deferred revenues
|
144,439
|
|
|
107,150
|
|
|
146,123
|
|
|||
|
Other liabilities
|
22,326
|
|
|
9,463
|
|
|
6,395
|
|
|||
|
Total changes in operating assets and liabilities, net of the effects of acquisitions
|
149,143
|
|
|
212,022
|
|
|
96,870
|
|
|||
|
Net cash provided by operating activities
|
1,115,830
|
|
|
1,034,548
|
|
|
845,981
|
|
|||
|
Investing Activities
|
|
|
|
|
|
||||||
|
Purchases of available-for-sale investments
|
(2,238,784
|
)
|
|
(2,182,831
|
)
|
|
(2,390,950
|
)
|
|||
|
Proceeds from sales of available-for-sale investments
|
1,294,636
|
|
|
1,745,290
|
|
|
1,694,886
|
|
|||
|
Proceeds from maturities of available-for-sale investments
|
632,517
|
|
|
637,052
|
|
|
406,334
|
|
|||
|
Proceeds from cost method investments, net
|
920
|
|
|
6,476
|
|
|
425
|
|
|||
|
Purchases of property and equipment
|
(134,170
|
)
|
|
(160,825
|
)
|
|
(165,417
|
)
|
|||
|
Cash paid for acquisitions, net of cash acquired
|
(13,242
|
)
|
|
(256,907
|
)
|
|
(101,059
|
)
|
|||
|
Cash paid for licensing agreements and product related intangible assets
|
(26,342
|
)
|
|
(11,403
|
)
|
|
(13,676
|
)
|
|||
|
Other
|
261
|
|
|
(1,267
|
)
|
|
—
|
|
|||
|
Net cash used in investing activities
|
(484,204
|
)
|
|
(224,415
|
)
|
|
(569,457
|
)
|
|||
|
Financing Activities
|
|
|
|
|
|
||||||
|
Proceeds from issuance of common stock under stock-based compensation plans
|
41,247
|
|
|
112,285
|
|
|
46,618
|
|
|||
|
Proceeds from issuance of convertible notes, net of issuance costs
|
—
|
|
|
—
|
|
|
1,415,717
|
|
|||
|
Purchase of convertible note hedges
|
—
|
|
|
—
|
|
|
(184,288
|
)
|
|||
|
Proceeds from issuance of warrants
|
—
|
|
|
—
|
|
|
101,775
|
|
|||
|
Proceeds from revolving credit facility
|
—
|
|
|
95,000
|
|
|
—
|
|
|||
|
Repayments on credit facility
|
—
|
|
|
(95,000
|
)
|
|
—
|
|
|||
|
Repayment of acquired debt
|
—
|
|
|
(7,569
|
)
|
|
(4,065
|
)
|
|||
|
Excess tax benefit from stock-based compensation
|
16,049
|
|
|
5,873
|
|
|
6,132
|
|
|||
|
Stock repurchases, net
|
(28,689
|
)
|
|
(755,704
|
)
|
|
(1,640,885
|
)
|
|||
|
Cash paid for tax withholding on vested stock awards
|
(66,638
|
)
|
|
(46,336
|
)
|
|
(33,672
|
)
|
|||
|
Net cash used in financing activities
|
(38,031
|
)
|
|
(691,451
|
)
|
|
(292,668
|
)
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
(5,157
|
)
|
|
(10,313
|
)
|
|
(4,447
|
)
|
|||
|
Change in cash and cash equivalents
|
588,438
|
|
|
108,369
|
|
|
(20,591
|
)
|
|||
|
Cash and cash equivalents at beginning of period
|
368,518
|
|
|
260,149
|
|
|
280,740
|
|
|||
|
Cash and cash equivalents at end of period
|
$
|
956,956
|
|
|
$
|
368,518
|
|
|
$
|
260,149
|
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
|
Cash paid for income taxes
|
$
|
64,361
|
|
|
$
|
45,827
|
|
|
$
|
130,502
|
|
|
Cash paid for interest
|
$
|
7,847
|
|
|
$
|
8,215
|
|
|
$
|
5,027
|
|
|
|
|
December 31,
|
||||||
|
|
|
2016
|
|
2015
|
||||
|
|
|
(In thousands)
|
||||||
|
Buildings
|
|
$
|
85,092
|
|
|
$
|
85,092
|
|
|
Computer equipment
|
|
190,887
|
|
|
271,461
|
|
||
|
Software
|
|
538,905
|
|
|
487,191
|
|
||
|
Equipment and furniture
|
|
83,387
|
|
|
123,649
|
|
||
|
Leasehold improvements
|
|
199,303
|
|
|
217,200
|
|
||
|
|
|
1,097,574
|
|
|
1,184,593
|
|
||
|
Less: accumulated depreciation and amortization
|
|
(797,224
|
)
|
|
(852,460
|
)
|
||
|
Assets under construction
|
|
15,883
|
|
|
14,097
|
|
||
|
Land
|
|
27,587
|
|
|
27,587
|
|
||
|
Total
|
|
$
|
343,820
|
|
|
$
|
373,817
|
|
|
|
Balance at January 1, 2016
|
|
Additions
|
|
Other
|
|
Balance at December 31, 2016
|
|
Balance at January 1, 2015
|
|
Additions
|
|
Other
|
|
Balance at December 31, 2015
|
||||||||||||||||
|
Enterprise and Service Provider
|
$
|
1,581,805
|
|
(1)
|
$
|
4,713
|
|
(2)
|
$
|
(625
|
)
|
(3)
|
$
|
1,585,893
|
|
|
$
|
1,434,369
|
|
|
$
|
61,641
|
|
|
$
|
(740
|
)
|
(5)
|
$
|
1,495,270
|
|
|
GoTo Business
|
380,917
|
|
(1)
|
—
|
|
|
—
|
|
|
380,917
|
|
|
362,482
|
|
|
104,970
|
|
|
—
|
|
|
467,452
|
|
||||||||
|
Consolidated
|
$
|
1,962,722
|
|
|
$
|
4,713
|
|
|
$
|
(625
|
)
|
|
$
|
1,966,810
|
|
|
$
|
1,796,851
|
|
|
$
|
166,611
|
|
(4)
|
$
|
(740
|
)
|
|
$
|
1,962,722
|
|
|
|
|
|
(1)
|
Beginning balance as of January 1, 2016 adjusted to reflect the Company’s re-alignment of its reporting unit structure. The change resulted in a goodwill reallocation of
$86.5 million
from the GoTo Business segment into the Enterprise and Service Provider segment.
|
|
(2)
|
Amount relates to preliminary purchase price allocation of goodwill associated with the 2016 business combination. See Note 3 for more information regarding the Company's acquisitions.
|
|
(3)
|
Amount relates to goodwill associated with the sale of the Company’s CloudPlatform and CloudPortal Business Manager products and to adjustments to the preliminary purchase price allocation associated with 2015 acquisitions. See Note 3 for more information regarding the Company's acquisitions and divestitures.
|
|
(4)
|
Amount primarily relates to 2015 acquisitions. See Note 3 for more information regarding the Company’s acquisitions.
|
|
(5)
|
Amount primarily relates to adjustments to purchase price allocations for certain acquisitions.
|
|
|
December 31, 2016
|
||||||||
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Weighted-Average Life (Years)
|
||||
|
Product related intangible assets
|
$
|
602,060
|
|
|
$
|
509,706
|
|
|
5.54
|
|
Other
|
450,813
|
|
|
315,174
|
|
|
6.87
|
||
|
Total
|
$
|
1,052,873
|
|
|
$
|
824,880
|
|
|
6.11
|
|
|
December 31, 2015
|
||||||||
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Weighted-Average Life (Years)
|
||||
|
Product related intangible assets
|
$
|
589,847
|
|
|
$
|
476,141
|
|
|
5.67
|
|
Other
|
447,816
|
|
|
278,104
|
|
|
6.48
|
||
|
Total
|
$
|
1,037,663
|
|
|
$
|
754,245
|
|
|
6.27
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Description of the Securities
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||||||||||
|
Agency securities
|
$
|
411,963
|
|
|
$
|
699
|
|
|
$
|
(1,169
|
)
|
|
$
|
411,493
|
|
|
$
|
530,981
|
|
|
$
|
757
|
|
|
$
|
(1,216
|
)
|
|
$
|
530,522
|
|
|
Corporate securities
|
843,037
|
|
|
193
|
|
|
(2,114
|
)
|
|
841,116
|
|
|
699,210
|
|
|
90
|
|
|
(1,929
|
)
|
|
697,371
|
|
||||||||
|
Municipal securities
|
9,989
|
|
|
3
|
|
|
(4
|
)
|
|
9,988
|
|
|
14,872
|
|
|
14
|
|
|
(8
|
)
|
|
14,878
|
|
||||||||
|
Government securities
|
445,083
|
|
|
135
|
|
|
(600
|
)
|
|
444,618
|
|
|
152,376
|
|
|
9
|
|
|
(340
|
)
|
|
152,045
|
|
||||||||
|
Total
|
$
|
1,710,072
|
|
|
$
|
1,030
|
|
|
$
|
(3,887
|
)
|
|
$
|
1,707,215
|
|
|
$
|
1,397,439
|
|
|
$
|
870
|
|
|
$
|
(3,493
|
)
|
|
$
|
1,394,816
|
|
|
•
|
Level 1.
Observable inputs such as quoted prices in active markets for identical assets or liabilities;
|
|
•
|
Level 2
. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
|
|
•
|
Level 3
. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
|
|
As of December 31, 2016
|
|
Quoted
Prices In
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
|
|
(in thousands)
|
||||||||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
|
Cash
|
$
|
649,498
|
|
|
$
|
649,498
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Money market funds
|
224,765
|
|
|
224,765
|
|
|
—
|
|
|
—
|
|
||||
|
Corporate securities
|
82,693
|
|
|
—
|
|
|
82,693
|
|
|
—
|
|
||||
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
|
Agency securities
|
411,493
|
|
|
—
|
|
|
411,493
|
|
|
—
|
|
||||
|
Corporate securities
|
841,116
|
|
|
—
|
|
|
839,968
|
|
|
1,148
|
|
||||
|
Municipal securities
|
9,988
|
|
|
—
|
|
|
9,988
|
|
|
—
|
|
||||
|
Government securities
|
444,618
|
|
|
—
|
|
|
444,618
|
|
|
—
|
|
||||
|
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency derivatives
|
2,506
|
|
|
—
|
|
|
2,506
|
|
|
—
|
|
||||
|
Total assets
|
$
|
2,666,677
|
|
|
$
|
874,263
|
|
|
$
|
1,791,266
|
|
|
$
|
1,148
|
|
|
Accrued expenses and other current liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency derivatives
|
4,435
|
|
|
—
|
|
|
4,435
|
|
|
—
|
|
||||
|
Total liabilities
|
$
|
4,435
|
|
|
$
|
—
|
|
|
$
|
4,435
|
|
|
$
|
—
|
|
|
|
As of December 31, 2015
|
|
Quoted
Prices In
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
|
|
(in thousands)
|
||||||||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
|
Cash
|
$
|
261,962
|
|
|
$
|
261,962
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Money market funds
|
102,968
|
|
|
102,968
|
|
|
—
|
|
|
—
|
|
||||
|
Corporate securities
|
3,588
|
|
|
—
|
|
|
3,588
|
|
|
—
|
|
||||
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
|
Agency securities
|
530,522
|
|
|
—
|
|
|
530,522
|
|
|
—
|
|
||||
|
Corporate securities
|
697,371
|
|
|
—
|
|
|
695,809
|
|
|
1,562
|
|
||||
|
Municipal securities
|
14,878
|
|
|
—
|
|
|
14,878
|
|
|
—
|
|
||||
|
Government securities
|
152,045
|
|
|
—
|
|
|
152,045
|
|
|
—
|
|
||||
|
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency derivatives
|
1,063
|
|
|
—
|
|
|
1,063
|
|
|
—
|
|
||||
|
Total assets
|
$
|
1,764,397
|
|
|
$
|
364,930
|
|
|
$
|
1,397,905
|
|
|
$
|
1,562
|
|
|
Accrued expenses and other current liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency derivatives
|
3,678
|
|
|
—
|
|
|
3,678
|
|
|
—
|
|
||||
|
Total liabilities
|
$
|
3,678
|
|
|
$
|
—
|
|
|
$
|
3,678
|
|
|
$
|
—
|
|
|
|
Fair Value
|
|
Carrying Value
|
||||
|
Convertible Senior Notes
|
$
|
1,674,688
|
|
|
$
|
1,348,156
|
|
|
|
|
December 31,
|
||||||
|
|
|
2016
|
|
2015
|
||||
|
|
|
(In thousands)
|
||||||
|
Accrued compensation and employee benefits
|
|
$
|
170,219
|
|
|
$
|
184,286
|
|
|
Other accrued expenses
|
|
132,668
|
|
|
133,182
|
|
||
|
Total
|
|
$
|
302,887
|
|
|
$
|
317,468
|
|
|
|
Year Ended
|
Year Ended
|
||
|
|
December 31, 2016
|
December 31, 2015
|
||
|
Expected volatility factor
|
0.27-0.41
|
|
0.35
|
|
|
Risk free interest rate
|
0.25%-0.42%
|
|
0.25
|
%
|
|
Expected dividend yield
|
0
|
%
|
0
|
%
|
|
Expected life (in years)
|
0.5
|
|
0.5
|
|
|
Income Statement Classifications
|
2016
|
|
2015
|
|
2014
|
||||||
|
Cost of services and maintenance revenues
|
$
|
3,433
|
|
|
$
|
2,940
|
|
|
$
|
2,560
|
|
|
Research and development
|
49,290
|
|
|
47,723
|
|
|
55,560
|
|
|||
|
Sales, marketing and services
|
54,785
|
|
|
49,315
|
|
|
61,925
|
|
|||
|
General and administrative
|
77,280
|
|
|
47,390
|
|
|
49,242
|
|
|||
|
Total
|
$
|
184,788
|
|
|
$
|
147,368
|
|
|
$
|
169,287
|
|
|
|
March 2016 Grant
|
January 2016 Grant
|
March 2015 Grant
|
March 2014 Grant
|
||||
|
Expected volatility factor
|
0.29 - 0.39
|
|
0.29 - 0.37
|
|
0.14 - 0.29
|
|
0.19 - 0.38
|
|
|
Risk free interest rate
|
0.91
|
%
|
1.10
|
%
|
0.85
|
%
|
0.81
|
%
|
|
Expected dividend yield
|
0
|
%
|
0
|
%
|
0
|
%
|
0
|
%
|
|
|
|
Number of
Shares
|
|
Weighted-
Average
Fair Value
at Grant Date
|
|||
|
Non-vested stock units at December 31, 2015
|
|
5,147,926
|
|
|
$
|
65.00
|
|
|
Granted
|
|
2,538,589
|
|
|
76.27
|
|
|
|
Vested
|
|
(2,472,217
|
)
|
|
66.25
|
|
|
|
Forfeited
|
|
(822,462
|
)
|
|
65.59
|
|
|
|
Non-vested stock units at December 31, 2016
|
|
4,391,836
|
|
|
70.67
|
|
|
|
|
|
Operating
Leases *
|
|
Sublease
Income
|
||||
|
|
|
(In thousands)
|
||||||
|
Years ending December 31,
|
|
|
|
|
||||
|
2017
|
|
$
|
55,097
|
|
|
$
|
218
|
|
|
2018
|
|
48,952
|
|
|
204
|
|
||
|
2019
|
|
46,934
|
|
|
—
|
|
||
|
2020
|
|
39,959
|
|
|
—
|
|
||
|
2021
|
|
35,035
|
|
|
—
|
|
||
|
Thereafter
|
|
141,659
|
|
|
—
|
|
||
|
Total
|
|
$
|
367,636
|
|
|
$
|
422
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(In thousands)
|
||||||||||
|
United States
|
|
$
|
150,067
|
|
|
$
|
(3,332
|
)
|
|
$
|
82,032
|
|
|
Foreign
|
|
466,697
|
|
|
315,209
|
|
|
193,674
|
|
|||
|
Total
|
|
$
|
616,764
|
|
|
$
|
311,877
|
|
|
$
|
275,706
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(In thousands)
|
||||||||||
|
Current:
|
|
|
|
|
|
|
||||||
|
Federal
|
|
$
|
58,109
|
|
|
$
|
27,860
|
|
|
$
|
22,377
|
|
|
Foreign
|
|
52,380
|
|
|
43,796
|
|
|
30,878
|
|
|||
|
State
|
|
11,267
|
|
|
10,238
|
|
|
7,710
|
|
|||
|
Total current
|
|
121,756
|
|
|
81,894
|
|
|
60,965
|
|
|||
|
Deferred:
|
|
|
|
|
|
|
||||||
|
Federal
|
|
(26,886
|
)
|
|
(75,479
|
)
|
|
(26,922
|
)
|
|||
|
Foreign
|
|
(3,621
|
)
|
|
(2,746
|
)
|
|
(1,023
|
)
|
|||
|
State
|
|
(10,597
|
)
|
|
(11,153
|
)
|
|
(9,037
|
)
|
|||
|
Total deferred
|
|
(41,104
|
)
|
|
(89,378
|
)
|
|
(36,982
|
)
|
|||
|
Total provision
|
|
$
|
80,652
|
|
|
$
|
(7,484
|
)
|
|
$
|
23,983
|
|
|
|
|
December 31,
|
||||||
|
|
|
2016
|
|
2015
|
||||
|
|
|
(In thousands)
|
||||||
|
Deferred tax assets
|
|
252,396
|
|
|
215,196
|
|
||
|
Deferred tax liabilities
|
|
(2,578
|
)
|
|
(3,903
|
)
|
||
|
Total net deferred tax assets
|
|
$
|
249,818
|
|
|
$
|
211,293
|
|
|
|
|
December 31,
|
||||||
|
|
|
2016
|
|
2015
|
||||
|
|
|
(In thousands)
|
||||||
|
Deferred tax assets:
|
|
|
|
|
||||
|
Accruals and reserves
|
|
$
|
44,897
|
|
|
$
|
36,628
|
|
|
Deferred revenue
|
|
97,294
|
|
|
84,631
|
|
||
|
Tax credits
|
|
50,072
|
|
|
41,444
|
|
||
|
Net operating losses
|
|
41,986
|
|
|
50,466
|
|
||
|
Other
|
|
205
|
|
|
7,527
|
|
||
|
Stock based compensation
|
|
42,315
|
|
|
46,582
|
|
||
|
Transaction costs
|
|
11,712
|
|
|
—
|
|
||
|
Valuation allowance
|
|
(14,156
|
)
|
|
(16,673
|
)
|
||
|
Total deferred tax assets
|
|
274,325
|
|
|
250,605
|
|
||
|
Deferred tax liabilities:
|
|
|
|
|
||||
|
Depreciation and amortization
|
|
(3,460
|
)
|
|
(16,113
|
)
|
||
|
Acquired technology
|
|
(6,664
|
)
|
|
(15,825
|
)
|
||
|
Prepaid expenses
|
|
(14,383
|
)
|
|
(7,374
|
)
|
||
|
Total deferred tax liabilities
|
|
(24,507
|
)
|
|
(39,312
|
)
|
||
|
Total net deferred tax assets
|
|
$
|
249,818
|
|
|
$
|
211,293
|
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
|
2016
|
|
2015
|
|
2014
|
|||
|
Federal statutory taxes
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
State income taxes, net of federal tax benefit
|
|
1.1
|
|
|
0.9
|
|
|
1.2
|
|
|
Foreign operations
|
|
(18.6
|
)
|
|
(22.3
|
)
|
|
(13.8
|
)
|
|
Permanent differences
|
|
2.2
|
|
|
6.1
|
|
|
3.3
|
|
|
Change in deferred tax liability related to acquired intangibles
|
|
(0.6
|
)
|
|
(6.6
|
)
|
|
(5.9
|
)
|
|
Tax credits
|
|
(8.4
|
)
|
|
(13.4
|
)
|
|
(13.7
|
)
|
|
Stock option compensation
|
|
0.3
|
|
|
0.5
|
|
|
1.9
|
|
|
Change in accruals for uncertain tax positions
|
|
2.3
|
|
|
(3.2
|
)
|
|
(0.3
|
)
|
|
Other
|
|
(0.2
|
)
|
|
0.6
|
|
|
1.0
|
|
|
|
|
13.1
|
%
|
|
(2.4
|
)%
|
|
8.7
|
%
|
|
Balance at January 1, 2015
|
$
|
66,918
|
|
|
Additions based on tax positions related to the current year
|
6,613
|
|
|
|
Additions for tax positions of prior years
|
4,675
|
|
|
|
Reductions related to the expiration of statutes of limitations
|
(9,521
|
)
|
|
|
Settlements
|
(14,064
|
)
|
|
|
|
|
||
|
Balance at December 31, 2015
|
54,621
|
|
|
|
Additions based on tax positions related to the current year
|
$
|
11,588
|
|
|
Additions for tax positions of prior years
|
4,759
|
|
|
|
Reductions related to the expiration of statutes of limitations
|
(1,167
|
)
|
|
|
|
|
||
|
Balance at December 31, 2016
|
$
|
69,801
|
|
|
|
|
||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
||||||||||
|
Net revenues:
|
|
|
|
|
|
||||||
|
Enterprise and Service Provider
|
$
|
2,736,080
|
|
|
$
|
2,646,154
|
|
|
$
|
2,563,064
|
|
|
GoTo Business
|
682,185
|
|
|
629,440
|
|
|
579,792
|
|
|||
|
Consolidated
|
$
|
3,418,265
|
|
|
$
|
3,275,594
|
|
|
$
|
3,142,856
|
|
|
Segment profit:
|
|
|
|
|
|
||||||
|
Enterprise and Services Provider
|
$
|
891,187
|
|
|
$
|
702,229
|
|
|
$
|
558,069
|
|
|
GoTo Business
|
160,098
|
|
|
140,920
|
|
|
147,005
|
|
|||
|
Unallocated expenses
(1)
:
|
|
|
|
|
|
||||||
|
Amortization and impairment of intangible assets
|
(89,592
|
)
|
|
(239,915
|
)
|
|
(192,325
|
)
|
|||
|
Stock-based compensation
|
(184,788
|
)
|
|
(147,368
|
)
|
|
(169,287
|
)
|
|||
|
Restructuring
|
(71,122
|
)
|
|
(100,411
|
)
|
|
(20,424
|
)
|
|||
|
Separation costs
|
(56,624
|
)
|
|
(6,352
|
)
|
|
—
|
|
|||
|
Patent litigation charge
|
—
|
|
|
—
|
|
|
(20,727
|
)
|
|||
|
Other
|
—
|
|
|
982
|
|
|
—
|
|
|||
|
Net interest and other expense
|
(32,395
|
)
|
|
(38,208
|
)
|
|
(26,605
|
)
|
|||
|
Consolidated income before income taxes
|
$
|
616,764
|
|
|
$
|
311,877
|
|
|
$
|
275,706
|
|
|
(1)
|
Represents expenses presented to management on a consolidated basis only and not allocated to the operating segments.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In thousands)
|
||||||
|
Identifiable assets:
|
|
|
|
||||
|
Enterprise and Service Provider
|
$
|
5,690,343
|
|
|
$
|
4,805,902
|
|
|
GoTo Business
|
699,884
|
|
|
661,615
|
|
||
|
Total identifiable assets
|
$
|
6,390,227
|
|
|
$
|
5,467,517
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In thousands)
|
||||||
|
Property and equipment, net:
|
|
|
|
||||
|
United States
|
$
|
267,305
|
|
|
$
|
294,982
|
|
|
United Kingdom
|
25,321
|
|
|
28,851
|
|
||
|
Other countries
|
51,194
|
|
|
49,984
|
|
||
|
Total property and equipment, net
|
$
|
343,820
|
|
|
$
|
373,817
|
|
|
|
December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
||||||||||
|
Net revenues:
|
|
|
|
|
|
||||||
|
Enterprise and Service Provider
|
|
|
|
|
|
||||||
|
Workspace Services revenues
(1)
|
$
|
1,690,783
|
|
|
$
|
1,639,072
|
|
|
$
|
1,600,581
|
|
|
Delivery Networking revenues
(2)
|
782,875
|
|
|
749,910
|
|
|
702,028
|
|
|||
|
Cloud Services Revenues
(3)
|
130,955
|
|
|
101,403
|
|
|
75,569
|
|
|||
|
Professional services
(4)
|
131,229
|
|
|
147,488
|
|
|
175,541
|
|
|||
|
Other
|
238
|
|
|
8,281
|
|
|
9,345
|
|
|||
|
Total Enterprise and Service Provider revenues
|
2,736,080
|
|
|
2,646,154
|
|
|
2,563,064
|
|
|||
|
GoTo Business revenues
|
682,185
|
|
|
629,440
|
|
|
579,792
|
|
|||
|
Total net revenues
|
$
|
3,418,265
|
|
|
$
|
3,275,594
|
|
|
$
|
3,142,856
|
|
|
|
|
|
(1)
|
Workspace Services revenues are primarily comprised of sales from XenDesktop, XenApp, XenMobile and related license updates and maintenance and support.
|
|
(2)
|
Delivery Networking revenues are primarily comprised of NetScaler ADC and NetScaler SD-WAN, and related license updates and maintenance and support.
|
|
(3)
|
Cloud Services revenues primarily include ShareFile, Podio and Citrix Cloud products.
|
|
(4)
|
Professional services revenues are primarily comprised of revenues from consulting services and product training and certification services.
|
|
|
December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
||||||||||
|
Net revenues:
|
|
|
|
|
|
||||||
|
Enterprise and Service Provider
|
|
|
|
|
|
||||||
|
Americas
|
$
|
1,598,896
|
|
|
$
|
1,487,364
|
|
|
$
|
1,394,112
|
|
|
EMEA
|
863,517
|
|
|
873,620
|
|
|
863,179
|
|
|||
|
Asia-Pacific
|
273,667
|
|
|
285,170
|
|
|
305,773
|
|
|||
|
Total Enterprise and Service Provider revenues
|
2,736,080
|
|
|
2,646,154
|
|
|
2,563,064
|
|
|||
|
GoTo Business
|
|
|
|
|
|
||||||
|
Americas
|
574,882
|
|
|
524,520
|
|
|
475,884
|
|
|||
|
EMEA
|
87,331
|
|
|
84,481
|
|
|
83,930
|
|
|||
|
Asia-Pacific
|
19,972
|
|
|
20,439
|
|
|
19,978
|
|
|||
|
Total GoTo Business revenues
|
682,185
|
|
|
629,440
|
|
|
579,792
|
|
|||
|
Total net revenues
|
$
|
3,418,265
|
|
|
$
|
3,275,594
|
|
|
$
|
3,142,856
|
|
|
|
December 31, 2016
|
December 31, 2015
|
||||
|
Liability component
|
|
|
||||
|
Principal
|
$
|
1,437,500
|
|
$
|
1,437,500
|
|
|
Less: note discount and issuance costs
|
(89,344
|
)
|
(112,508
|
)
|
||
|
Net carrying amount
|
$
|
1,348,156
|
|
$
|
1,324,992
|
|
|
|
|
|
||||
|
Equity component
|
|
|
||||
|
Temporary Equity
|
$
|
79,495
|
|
$
|
—
|
|
|
Additional paid-in-capital
|
83,374
|
|
162,869
|
|
||
|
Total equity (including temporary equity)
|
$
|
162,869
|
|
$
|
162,869
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
Contractual interest expense
|
$
|
7,187
|
|
|
$
|
7,188
|
|
|
$
|
4,792
|
|
|
Amortization of debt issuance costs
|
3,863
|
|
|
3,974
|
|
|
2,461
|
|
|||
|
Amortization of debt discount
|
33,014
|
|
|
32,039
|
|
|
20,832
|
|
|||
|
|
$
|
44,064
|
|
|
$
|
43,201
|
|
|
$
|
28,085
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||
|
Derivatives Designated as
Hedging Instruments
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Foreign currency forward contracts
|
Prepaid
expenses
and other
current
assets
|
|
$460
|
|
Prepaid
expenses
and other
current
assets
|
|
$436
|
|
Accrued
expenses
and other
current
liabilities
|
|
$3,816
|
|
Accrued
expenses
and other
current
liabilities
|
|
$2,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||
|
Derivatives Not Designated as
Hedging Instruments
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Foreign currency forward contracts
|
Prepaid
expenses
and other
current
assets
|
|
$2,046
|
|
Prepaid
expenses
and other
current
assets
|
|
$627
|
|
Accrued
expenses
and other
current
liabilities
|
|
$619
|
|
Accrued
expenses
and other
current
liabilities
|
|
$783
|
|
|
For the Year ended December 31,
|
||||||||||||||||
|
|
(In thousands)
|
||||||||||||||||
|
Derivatives in Cash Flow
Hedging Relationships
|
Amount of (Loss) Gain Recognized in Other
Comprehensive (Loss) Income (Effective Portion) |
|
Location of Loss Reclassified from Accumulated Other
Comprehensive Loss
into Income
(Effective Portion)
|
|
Amount of Loss Reclassified from
Accumulated Other Comprehensive Loss (Effective Portion) |
||||||||||||
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
||||||||
|
Foreign currency forward contracts
|
$
|
(875
|
)
|
|
$
|
6,090
|
|
|
Operating expenses
|
|
$
|
(1,763
|
)
|
|
$
|
(13,027
|
)
|
|
|
For the Year ended December 31,
|
||||||||
|
|
(In thousands)
|
||||||||
|
Derivatives Not Designated as Hedging Instruments
|
Location of (Loss) Gain Recognized in Income on
Derivative
|
|
Amount of (Loss) Gain Recognized in Income on Derivative
|
||||||
|
|
|
|
2016
|
|
2015
|
||||
|
Foreign currency forward contracts
|
Other expense, net
|
|
$
|
(1,030
|
)
|
|
$
|
1,669
|
|
|
Foreign Currency
|
Currency
Denomination
|
|
Australian dollars
|
AUD 8,200
|
|
Brazilian Real
|
BRL 8,300
|
|
British pounds sterling
|
GBP 283
|
|
Canadian dollars
|
CAD 2,850
|
|
Chinese renminbi
|
CNY 48,300
|
|
Danish krone
|
DKK 21,735
|
|
Euro
|
EUR 8,307
|
|
Hong Kong dollars
|
HKD 32,500
|
|
Indian rupees
|
INR 3,875
|
|
Japanese yen
|
JPY 685,319
|
|
Singapore dollars
|
SGD 9,967
|
|
Swiss francs
|
CHF 37,700
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
Numerator:
|
|
|
|
|
|
||||||
|
Net income
|
$
|
536,112
|
|
|
$
|
319,361
|
|
|
$
|
251,723
|
|
|
Denominator:
|
|
|
|
|
|
||||||
|
Denominator for basic earnings per share - weighted-average shares outstanding
|
155,134
|
|
|
158,874
|
|
|
169,879
|
|
|||
|
Effect of dilutive employee stock awards:
|
|
|
|
|
|
||||||
|
Employee stock awards
|
1,950
|
|
|
1,488
|
|
|
1,391
|
|
|||
|
Denominator for diluted earnings per share - weighted-average shares outstanding
|
157,084
|
|
|
160,362
|
|
|
171,270
|
|
|||
|
Basic earnings per share
|
$
|
3.46
|
|
|
$
|
2.01
|
|
|
$
|
1.48
|
|
|
Diluted earnings per share
|
$
|
3.41
|
|
|
$
|
1.99
|
|
|
$
|
1.47
|
|
|
Anti-dilutive weighted-average shares from stock awards
|
322
|
|
|
2,151
|
|
|
3,026
|
|
|||
|
|
Foreign currency
|
|
Unrealized loss on available-for-sale securities
|
|
Unrealized loss on derivative instruments
|
|
Other comprehensive loss on pension liability
|
|
Total
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
Balance at December 31, 2015
|
$
|
(16,346
|
)
|
|
$
|
(2,900
|
)
|
|
$
|
(2,255
|
)
|
|
$
|
(7,026
|
)
|
|
$
|
(28,527
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
996
|
|
|
(2,638
|
)
|
|
906
|
|
|
(736
|
)
|
|||||
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(1,204
|
)
|
|
1,763
|
|
|
—
|
|
|
559
|
|
|||||
|
Net current period other comprehensive (loss) income
|
—
|
|
|
(208
|
)
|
|
(875
|
)
|
|
906
|
|
|
(177
|
)
|
|||||
|
Balance at December 31, 2016
|
$
|
(16,346
|
)
|
|
$
|
(3,108
|
)
|
|
$
|
(3,130
|
)
|
|
$
|
(6,120
|
)
|
|
$
|
(28,704
|
)
|
|
|
|
For the Twelve Months Ended December 31, 2016
|
||||
|
|
|
(In thousands)
|
||||
|
Details about accumulated other comprehensive loss components
|
|
Amount reclassified from Accumulated other comprehensive loss, net of tax
|
|
Affected line item in the Consolidated Statements of Income
|
||
|
Unrealized net gains on available-for-sale securities
|
|
$
|
(1,204
|
)
|
|
Other expense, net
|
|
Unrealized net losses on cash flow hedges
|
|
1,763
|
|
|
Operating expenses *
|
|
|
|
|
$
|
559
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
Employee severance and related costs
|
$
|
44,909
|
|
|
$
|
76,629
|
|
|
$
|
20,424
|
|
|
Consolidation of leased facilities
|
28,858
|
|
|
22,100
|
|
|
—
|
|
|||
|
Reversal of previous charges
|
(2,645
|
)
|
|
(286
|
)
|
|
—
|
|
|||
|
Other
|
—
|
|
|
1,968
|
|
|
—
|
|
|||
|
Total Restructuring charges
|
$
|
71,122
|
|
|
$
|
100,411
|
|
|
$
|
20,424
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
Enterprise and Service Provider
|
$
|
67,401
|
|
|
$
|
96,952
|
|
|
$
|
14,092
|
|
|
GoTo Business
|
3,721
|
|
|
3,459
|
|
|
6,332
|
|
|||
|
Total Restructuring charges
|
$
|
71,122
|
|
|
$
|
100,411
|
|
|
$
|
20,424
|
|
|
|
Total
|
||
|
Balance at January 1, 2016
|
$
|
40,396
|
|
|
Restructuring charges
|
71,122
|
|
|
|
Payments
|
(72,733
|
)
|
|
|
Other
|
1,158
|
|
|
|
Balance at December 31, 2016
|
$
|
39,943
|
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total Year
|
||||||||||
|
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||
|
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net revenues
|
|
$
|
825,678
|
|
|
$
|
842,980
|
|
|
$
|
841,251
|
|
|
$
|
908,356
|
|
|
$
|
3,418,265
|
|
|
Gross margin
|
|
686,586
|
|
|
698,658
|
|
|
703,276
|
|
|
770,204
|
|
|
2,858,724
|
|
|||||
|
Income from operations
|
|
110,954
|
|
|
153,087
|
|
|
153,827
|
|
|
231,290
|
|
|
649,158
|
|
|||||
|
Net income
|
|
83,463
|
|
|
120,898
|
|
|
131,901
|
|
|
199,850
|
|
|
536,112
|
|
|||||
|
Earnings per share - basic
|
|
0.54
|
|
|
0.78
|
|
|
0.85
|
|
|
1.28
|
|
|
3.46
|
|
|||||
|
Earnings per share - diluted
|
|
0.54
|
|
|
0.77
|
|
|
0.84
|
|
|
1.26
|
|
|
3.41
|
|
|||||
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total Year
|
||||||||||
|
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||
|
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net revenues
|
|
$
|
760,802
|
|
|
$
|
796,759
|
|
|
$
|
813,270
|
|
|
$
|
904,763
|
|
|
$
|
3,275,594
|
|
|
Gross margin
|
|
628,196
|
|
|
664,008
|
|
|
667,016
|
|
|
702,010
|
|
|
2,661,230
|
|
|||||
|
Income from operations
|
|
51,732
|
|
|
122,149
|
|
|
63,798
|
|
|
112,406
|
|
|
350,085
|
|
|||||
|
Net income
|
|
28,887
|
|
|
103,275
|
|
|
55,925
|
|
|
131,274
|
|
|
319,361
|
|
|||||
|
Earnings per share - basic
|
|
0.18
|
|
|
0.64
|
|
|
0.35
|
|
|
0.85
|
|
|
2.01
|
|
|||||
|
Earnings per share - diluted
|
|
0.18
|
|
|
0.64
|
|
|
0.35
|
|
|
0.84
|
|
|
1.99
|
|
|||||
|
|
|
Beginning
of Period
|
|
Charged to
Expense
|
|
Charged
to Other
Accounts
|
|
|
|
Deductions
|
|
|
|
Balance
at End
of Period
|
||||||||||||
|
|
|
(In thousands)
|
||||||||||||||||||||||||
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Allowance for doubtful accounts
|
|
$
|
6,281
|
|
|
$
|
922
|
|
|
$
|
—
|
|
|
|
|
$
|
3,314
|
|
|
(2
|
)
|
|
$
|
3,889
|
|
|
|
Allowance for returns
|
|
1,438
|
|
|
—
|
|
|
2,088
|
|
|
(1
|
)
|
|
1,532
|
|
|
(4
|
)
|
|
1,994
|
|
|||||
|
Valuation allowance for deferred tax assets
|
|
16,673
|
|
|
—
|
|
|
(2,517
|
)
|
|
(5
|
)
|
|
—
|
|
|
|
|
14,156
|
|
||||||
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Allowance for doubtful accounts
|
|
$
|
3,791
|
|
|
$
|
5,664
|
|
|
$
|
—
|
|
|
|
|
$
|
3,174
|
|
|
(2
|
)
|
|
$
|
6,281
|
|
|
|
Allowance for returns
|
|
2,185
|
|
|
—
|
|
|
3,276
|
|
|
(1
|
)
|
|
4,023
|
|
|
(4
|
)
|
|
1,438
|
|
|||||
|
Valuation allowance for deferred tax assets
|
|
15,167
|
|
|
—
|
|
|
1,506
|
|
|
(5
|
)
|
|
—
|
|
|
|
|
16,673
|
|
||||||
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Allowance for doubtful accounts
|
|
$
|
3,292
|
|
|
$
|
2,861
|
|
|
$
|
76
|
|
|
(3
|
)
|
|
$
|
2,438
|
|
|
(2
|
)
|
|
$
|
3,791
|
|
|
Allowance for returns
|
|
2,062
|
|
|
—
|
|
|
5,049
|
|
|
(1
|
)
|
|
4,926
|
|
|
(4
|
)
|
|
2,185
|
|
|||||
|
Valuation allowance for deferred tax assets
|
|
26,465
|
|
|
—
|
|
|
(11,298
|
)
|
|
(5
|
)
|
|
—
|
|
|
|
|
15,167
|
|
||||||
|
|
|
|
(1)
|
Charged against revenues.
|
|
(2)
|
Uncollectible accounts written off, net of recoveries.
|
|
(3)
|
Adjustments from acquisitions.
|
|
(4)
|
Credits issued for returns.
|
|
(5)
|
Related to deferred tax assets on foreign tax credits, net operating loss carryforwards, and depreciation.
|
|
Exhibit No.
|
|
Description
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of July 26, 2016, among Citrix Systems, Inc., GetGo, Inc., LogMeIn, Inc. and Lithium Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed July 28, 2016)**
|
|
2.2
|
|
Separation and Distribution Agreement, dated as of July 26, 2016, by and among Citrix Systems, Inc., GetGo, Inc. and LogMeIn, Inc. (incorporated herein by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed July 28, 2016)**
|
|
2.3†
|
|
Amended and Restated Tax Matters Agreement, dated as of September 13, 2016, by and among LogMeIn, Inc., Citrix Systems, Inc. and GetGo, Inc**
|
|
2.4†
|
|
Amendment No. 1, dated as of December 8, 2016, to Agreement and Plan of Merger, dated as of July 26, 2016, by and among LogMeIn, Inc., Lithium Merger Sub, Inc., Citrix Systems, Inc. and GetGo, Inc**
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 29, 2013)
|
|
3.2
|
|
Amended and Restated By-laws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 31, 2015)
|
|
4.1
|
|
Specimen certificate representing Common Stock (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 33-98542), as amended)
|
|
4.2
|
|
Indenture, dated as of April 30, 2014, between Citrix Systems, Inc. and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 30, 2014)
|
|
4.3
|
|
Form of 0.500% Convertible Senior Notes due 2019 (included in Exhibit 4.2)
|
|
10.1*
|
|
Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)
|
|
10.2*
|
|
First Amendment to Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated as of May 28, 2010)
|
|
10.3*
|
|
Second Amendment to the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated as of June 2, 2011)
|
|
10.4*
|
|
Third Amendment to the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated as of June 2, 2011)
|
|
10.5*
|
|
Fourth Amendment to the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated as of May 31, 2012)
|
|
10.6*
|
|
Fifth Amendment to the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
|
|
10.7*
|
|
Sixth Amendment to the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 29, 2013)
|
|
10.8*
|
|
Form of Global Stock Option Agreement under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011)
|
|
10.9*
|
|
Form of Restricted Stock Unit Agreement For Non-Employee Directors under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011)
|
|
10.10*
|
|
Form of Global Restricted Stock Unit Agreement under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (Performance Based Awards) (incorporated herein by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011)
|
|
10.11*
|
|
Form of Global Restricted Stock Unit Agreement under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (Time Based Awards) (incorporated herein by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011)
|
|
10.12*
|
|
Form of Global Restricted Stock Unit Agreement under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (Long Term Incentive) (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)
|
|
10.13*
|
|
Form of Long Term Incentive Agreement under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 of the Company's Annual Report on Form 10-K for the year ended December 31, 2014)
|
|
10.14*
|
|
Amended and Restated 2005 Employee Stock Purchase Plan (incorporated by reference herein to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011)
|
|
10.15*
|
|
Amendment to Amended and Restated 2005 Employee Stock Purchase Plan (incorporated by reference herein to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012)
|
|
10.16*
|
|
Citrix Systems, Inc. Executive Bonus Plan (incorporated by reference herein to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013)
|
|
10.17*
|
|
Form of Indemnification Agreement by and between the Company and each of its Directors and executive officers (incorporated herein by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)
|
|
10.18*
|
|
Citrix Systems, Inc. 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 28, 2014)
|
|
10.19
|
|
Form of Call Option Transaction Confirmation between Citrix Systems, Inc. and each of JPMorgan Chase Bank, National Association, London Branch; Goldman, Sachs & Co.; Bank of America, N.A.; and Royal Bank of Canada (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 30, 2014)
|
|
10.20
|
|
Form of Warrants Confirmation between Citrix Systems, Inc. and each of JPMorgan Chase Bank, National Association, London Branch; Goldman, Sachs & Co.; Bank of America, N.A.; and Royal Bank of Canada (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 30, 2014)
|
|
10.21
|
|
Form of Additional Call Option Transaction Confirmation between Citrix Systems, Inc. and each of JPMorgan Chase Bank, National Association, London Branch; Goldman, Sachs & Co.; Bank of America, N.A.; and Royal Bank of Canada (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 6, 2014)
|
|
10.22
|
|
Form of Additional Warrants Confirmation between Citrix Systems, Inc. and each of JPMorgan Chase Bank, National Association, London Branch; Goldman, Sachs & Co.; Bank of America, N.A.; and Royal Bank of Canada (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 6, 2014)
|
|
10.23
|
|
Master Confirmation between Citibank, N.A. and Citrix Systems, Inc., dated April 25, 2014 (incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 30, 2014)
|
|
10.24
|
|
Credit Agreement, dated as of January 7, 2015, by and among Citrix Systems, Inc., the initial lenders named therein and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 8, 2015)
|
|
10.25
|
|
Cooperation Agreement, by and among Citrix Systems, Inc., Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc., dated July 28, 2015 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 28, 2015)
|
|
10.26*
|
|
2015 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 10-Q filed on August 7, 2015)
|
|
10.27*
|
|
Retention Agreement, dated October 12, 2015, by and between Citrix Systems, Inc. and Mark B. Templeton (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 16, 2015)
|
|
10.28*
|
|
Retention Agreement, dated as of July 1, 2016, by and between Citrix Systems, Inc. and William Burley (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 4, 2016)
|
|
10.29*
|
|
Employment Agreement, dated January 18, 2017, by and between Citrix Systems, Inc. and Robert M. Calderoni (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 20, 2017)
|
|
10.30*
|
|
Form of Executive Agreement of Citrix Systems, Inc. by and between the Company and each of David J. Henshall, Carlos E. Sartorius and Timothy Minahan (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 20, 2017)
|
|
10.31
|
|
Letter Agreement, dated as of July 26, 2016, among Citrix Systems, Inc., GetGo, Inc., LogMeIn, Inc., Elliott Associates, L.P. and Elliott International, L.P. (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed July 28, 2016)
|
|
10.32*
|
|
Employment Agreement, dated January 19, 2016, by and between Citrix Systems, Inc. and Kirill Tatarinov (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 20, 2016)
|
|
Exhibit No.
|
|
Description
|
|
10.33*
|
|
Amended and Restated Incentive Agreement, dated February 16, 2016, by and between Citrix Systems, Inc. and Christopher Hylen (incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed May 6, 2016)
|
|
10.34*
|
|
Restricted Stock Award Agreement under the Citrix Systems, Inc. 2014 Equity Incentive Plan for Kirill Tatarinov (incorporated herein by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed May 6, 2016)
|
|
10.35*
|
|
Restricted Stock Unit Agreement under the Citrix Systems, Inc. 2014 Equity Incentive Plan for Kirill Tatarinov (2016 Performance-Based Awards) (incorporated herein by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q filed May 6, 2016)
|
|
10.36*
|
|
Form of Restricted Stock Unit Agreement under the Citrix Systems, Inc. 2014 Equity Incentive Plan (2016 Performance-Based Awards) (incorporated herein by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q filed May 6, 2016)
|
|
10.37
|
|
First Amendment to Credit Agreement, dated as of August 7, 2015, by and among Citrix Systems, Inc., the lenders named therein and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on November 4, 2015)
|
|
10.38*
|
|
Form of Restricted Stock Unit Agreement under the Citrix Systems, Inc. 2014 Equity Incentive Plan for each of David J. Henshall, Timothy Minahan and Carlos E. Sartorius (Performance Based Awards) (incorporated herein by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed on November 4, 2015)
|
|
10.39*†
|
|
Amendment to 2015 Employee Stock Purchase Plan, dated October 27, 2016
|
|
21.1†
|
|
List of Subsidiaries
|
|
23.1†
|
|
Consent of Independent Registered Public Accounting Firm
|
|
24.1
|
|
Power of Attorney (included in signature page)
|
|
31.1†
|
|
Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer
|
|
31.2†
|
|
Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer
|
|
32.1††
|
|
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
|
|
101.INS†
|
|
XBRL Instance Document
|
|
101.SCH†
|
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL†
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF†
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB†
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE†
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
Indicates a management contract or a compensatory plan, contract or arrangement.
|
|
†
|
Filed herewith.
|
|
**
|
Schedules (or similar attachments) have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules (or similar attachments) upon request by the SEC.
|
|
††
|
Furnished herewith.
|
|
|
|
|
|
CITRIX SYSTEMS, INC.
|
||
|
|
|
|
|
By:
|
|
/s/ David J Henshall
|
|
|
|
Name: David J Henshall
Title: COO / CFO
|
|
|
|
|
|
GETGO, INC.
|
||
|
|
|
|
|
By:
|
|
/s/ Antonio Gomes
|
|
|
|
Name: Antonio Gomes
Title:
|
|
|
|
|
|
LOGMEIN, INC.
|
||
|
|
|
|
|
By:
|
|
/s/ William Wagner
|
|
|
|
Name: William Wagner
Title: CEO
|
|
|
|
|
|
LITHIUM MERGER SUB, INC.
|
||
|
|
|
|
|
By:
|
|
/s/ William Wagner
|
|
|
|
Name: William Wagner
Title: Director
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
|
Jurisdiction of Incorporation
|
|
1
|
|
Apere Enterprise Storage Solutions India Pvt. Ltd.
|
|
India
|
|
2
|
|
Byte Squared Limited
|
|
United Kingdom
|
|
3
|
|
Bytemobile European Development Center MEPE
|
|
Greece
|
|
4
|
|
Bytemobile Hong Kong Ltd.
|
|
Hong Kong
|
|
5
|
|
Bytemobile International Corp.
|
|
Delaware
|
|
6
|
|
Bytemobile Solutions Pvt Ltd
|
|
India
|
|
7
|
|
Bytemobile, Inc.
|
|
Delaware
|
|
8
|
|
Carbon Software Technologies Holdings Limited
|
|
Ireland
|
|
9
|
|
Citrix Application Networking LLC
|
|
Delaware
|
|
10
|
|
Citrix Finance Cayman LP
|
|
Cayman Islands
|
|
11
|
|
Citrix Global Holdings B.V.
|
|
Netherlands
|
|
12
|
|
Citrix Global Holdings UK Limited
|
|
United Kingdom
|
|
13
|
|
Citrix Holanda B.V.
|
|
Netherlands
|
|
14
|
|
Citrix Offshore Investments, Ltd.
|
|
Cayman Islands
|
|
15
|
|
Citrix Online Audio, LLC
|
|
Delaware
|
|
16
|
|
Citrix Online AUS Pty Ltd.
|
|
Australia
|
|
17
|
|
Citrix Online Service Provider Group, Inc.
|
|
Delaware
|
|
18
|
|
Citrix Overseas Holdings, B.V.
|
|
Netherlands
|
|
19
|
|
Citrix R&D India Private Limited
|
|
India
|
|
20
|
|
Citrix R&D Limited
|
|
United Kingdom
|
|
21
|
|
Citrix Sistemas de Argentina, S.R.L.
|
|
Argentina
|
|
22
|
|
Citrix Sistemas de Chile Ltda.
|
|
Chile
|
|
23
|
|
Citrix Sistemas de Colombia SAS
|
|
Colombia
|
|
24
|
|
Citrix Sistemas de Mexico, S. de RL de CV
|
|
Mexico
|
|
25
|
|
Citrix Sistemas do Brasil Ltda.
|
|
Brazil
|
|
26
|
|
Citrix Systems Asia Pacific Pty Ltd.
|
|
Australia
|
|
27
|
|
Citrix Systems Belgium S.A.R.L.
|
|
Belgium
|
|
28
|
|
Citrix Systems Bulgaria EEOD
|
|
Bulgaria
|
|
29
|
|
Citrix Systems Canada, Inc.
|
|
Canada
|
|
30
|
|
Citrix Systems Czech Republic SRO
|
|
Czech Republic
|
|
31
|
|
Citrix Systems Denmark ApS
|
|
Denmark
|
|
32
|
|
Citrix Systems Finland Oy
|
|
Finland
|
|
33
|
|
Citrix Systems France SARL
|
|
France
|
|
34
|
|
Citrix Systems GmbH
|
|
Austria
|
|
35
|
|
Citrix Systems GmbH
|
|
Germany
|
|
36
|
|
Citrix Systems Hong Kong Limited
|
|
Hong Kong
|
|
37
|
|
Citrix Systems India Private Limited
|
|
India
|
|
38
|
|
Citrix Systems Information Technology (Beijing) Ltd
|
|
China
|
|
39
|
|
Citrix Systems International GmbH
|
|
Switzerland
|
|
40
|
|
Citrix Systems Ireland Ltd
|
|
Ireland
|
|
41
|
|
Citrix Systems Italy S.r.L.
|
|
Italy
|
|
42
|
|
Citrix Systems Japan Kabushiki Kaisha
|
|
Japan
|
|
43
|
|
Citrix Systems Korea Limited
|
|
Korea
|
|
44
|
|
Citrix Systems Malaysia Sdn Bhd
|
|
Malaysia
|
|
45
|
|
Citrix Systems Netherlands, B.V.
|
|
Netherlands
|
|
46
|
|
Citrix Systems New Zealand Ltd.
|
|
New Zealand
|
|
47
|
|
Citrix Systems Norway AS
|
|
Norway
|
|
48
|
|
Citrix Systems Overseas Holding GmbH
|
|
Switzerland
|
|
49
|
|
Citrix Systems Poland Sp. Zo.o
|
|
Poland
|
|
50
|
|
Citrix Systems Puerto Rico Corp.
|
|
Puerto Rico
|
|
51
|
|
Citrix Systems Singapore Pte Ltd.
|
|
Singapore
|
|
52
|
|
Citrix Systems Slovakia SRO
|
|
Slovakia
|
|
53
|
|
Citrix Systems South Africa (Pty) Ltd.
|
|
South Africa
|
|
54
|
|
Citrix Systems Spain, SL
|
|
Spain
|
|
55
|
|
Citrix Systems Sweden AB
|
|
Sweden
|
|
56
|
|
Citrix Systems Taiwan Ltd
|
|
Taiwan
|
|
57
|
|
Citrix Systems Turkey YVH Ltd S
|
|
Turkey
|
|
58
|
|
Citrix Systems UK Limited
|
|
United Kingdom
|
|
59
|
|
Citrix Technologies GmbH
|
|
Switzerland
|
|
60
|
|
Citrixus Sistemas de Costa Rica SRL
|
|
Costa Rica
|
|
61
|
|
GetGo Audio LLC
|
|
Delaware
|
|
62
|
|
GetGo Communications LLC
|
|
Delaware
|
|
63
|
|
GetGo Communications Virginia LLC
|
|
Virginia
|
|
64
|
|
GetGo Germany GmbH
|
|
Germany
|
|
65
|
|
GetGo Holdings Bermuda Limited
|
|
Bermuda
|
|
66
|
|
GetGo, Inc.
|
|
Delaware
|
|
67
|
|
GetGo Investment LLC
|
|
Delaware
|
|
68
|
|
GetGo AUS Pty Ltd.
|
|
Australia
|
|
69
|
|
GetGo Software Technologies India Private Limited
|
|
India
|
|
70
|
|
GetGo Technologies Ireland Limited
|
|
Ireland
|
|
71
|
|
GetGo Technologies UK Limited
|
|
United Kingdom
|
|
72
|
|
Grasshopper Group, LLC
|
|
Massachusetts
|
|
73
|
|
Interconnect Medical, Inc.
|
|
California
|
|
74
|
|
Octoblu, Inc.
|
|
Delaware
|
|
75
|
|
Peninsula Finance LLC
|
|
Delaware
|
|
76
|
|
Peninsula Investment Corp.
|
|
Delaware
|
|
77
|
|
Podio ApS
|
|
Denmark
|
|
78
|
|
Podio, Inc.
|
|
Delaware
|
|
79
|
|
RightSignature LLC
|
|
California
|
|
80
|
|
Ringcube Software Tech Pvt Ltd.
|
|
India
|
|
81
|
|
Sanbolic, LLC
|
|
Delaware
|
|
82
|
|
ShareFile LLC
|
|
Delaware
|
|
83
|
|
Unti Acquisition Corp.
|
|
Delaware
|
|
84
|
|
Virtuall Solutions Ltd.
|
|
United Kingdom
|
|
85
|
|
Virtuall Solutions Sas
|
|
France
|
|
|
(1)
|
|
Registration Statement No. 333-61520 on Form S-8, dated May 23, 2001
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Registration Statement No. 333-121420 on Form S-8, dated December 17, 2004
|
|
|
|
|
|
|
|
|
|
(3)
|
|
Registration Statement No. 333-125297 on Form S-8, dated May 27, 2005
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Registration Statement No. 333-127991 on Form S-8, dated August 31, 2005
|
|
|
|
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(5)
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Registration Statement No. 333-132820 on Form S-8, dated March 29, 2006
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(6)
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Registration Statement No. 333-135519 on Form S-8, dated June 30, 2006
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(7)
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Registration Statement No. 333-135521 on Form S-8, dated June 30, 2006
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(8)
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Registration Statement No. 333-136731 on Form S-8, dated August 18, 2006
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(9)
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Registration Statement No. 333-147419 on Form S-8, dated November 15, 2007
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(10)
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Registration Statement No. 333-147421 on Form S-8, dated November 15, 2007
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(11)
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Registration Statement No. 333-149967 on Form S-8, dated March 28, 2008
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(12)
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Registration Statement No. 333-156266 on Form S-8, dated December 18, 2008
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(13)
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Registration Statement No. 333-156267 on Form S-8, dated December 18, 2008
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(14)
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Registration Statement No. 333-161164 on Form S-8, dated August 7, 2009
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(15)
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Registration Statement No. 333-165460 on Form S-8, dated March 12, 2010
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(16)
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Registration Statement No. 333-168688 on Form S-8, dated August 9, 2010
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(17)
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Registration Statement No. 333-172430 on Form S-8, dated February 25, 2011
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(18)
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Registration Statement No. 333-176148 on Form S-8, dated August 8, 2011
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(19)
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Registration Statement No. 333-179653 on Form S-8, dated February 23, 2012
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(20)
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Registration Statement No. 333-183120 on Form S-8, dated August 7, 2012;
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(21)
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Registration Statement No. 333-186784 on Form S-8, dated February 21, 2013
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(22)
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Registration Statement No. 333-196332 on Form S-8, dated May 28, 2014
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(23)
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Registration Statement No. 333-201399 on Form S-8, dated January 8, 2015
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(24)
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Registration Statement No. 333-202181 on Form S-8, dated February 19, 2015
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1.
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I have reviewed this annual report on Form 10-K of Citrix Systems, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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By:
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/s/ KIRILL TATARINOV
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Kirill Tatarinov
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President and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this annual report on Form 10-K of Citrix Systems, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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By:
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/s/ DAVID J. HENSHALL
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David J. Henshall
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Executive Vice President, Chief Operating Officer and Chief Financial Officer
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(Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ KIRILL TATARINOV
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Kirill Tatarinov
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President and Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ DAVID J. HENSHALL
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David J. Henshall
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Executive Vice President, Chief Operating Officer and Chief Financial Officer
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(Principal Financial Officer)
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