UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
Form 10-K/A No. 1
 

(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                      .

Commission File Number 0-27084
 
 
 
CITRIX SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 
 
 

Delaware
 
75-2275152
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
 
 
 
851 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(Address of principal executive offices, including zip code)
Registrant’s Telephone Number, Including Area Code:
(954) 267-3000
 
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
Common Stock, $.001 Par Value
 
The NASDAQ Stock Market LLC
(Title of each class)
 
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: NONE
 
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes   x     No   ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ¨     No   x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     x   Yes     o   No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in 12b-2 of the Exchange Act.
x   Large accelerated filer
 
o     Accelerated filer
o     Non-accelerated filer
 
o     Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   o     No   x
The aggregate market value of Common Stock held by non-affiliates of the registrant computed by reference to the price of the registrant’s Common Stock as of the last business day of the registrant’s most recently completed second fiscal quarter (based on the last reported sale price on The Nasdaq Global Select Market as of such date) was $12,491,715,548. As of February 10, 2017 there were 156,352,410 shares of the registrant’s Common Stock, $.001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2016. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K.
 




CITRIX SYSTEMS, INC.
TABLE OF CONTENTS
 
 
Item 15. Exhibits, Financial Statement Schedules
 
Index of Exhibits
 
SIGNATURES
 
EX-23.1
 
EX-31.1
 
EX-31.2
 



EXPLANATORY NOTE
This amendment No. 1 to Citrix Systems, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, is being filed to include a corrected copy of Exhibit 23.1, Consent of Ernst & Young LLP. A copy of the Consent of Ernst & Young LLP for the fiscal year ended December 31, 2015 was inadvertently filed with the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed February 16, 2017 rather than the Consent of Ernst & Young LLP for the fiscal year ended December 31, 2016. No revisions have been made to the reports to which the Consent relates, to the Citrix Systems, Inc. financial statements, or to any other disclosures contained in the Annual Report.
 
 
 
Item 15.
 
Exhibits, Financial Statement Schedules
Index of Exhibits
The following exhibits are filed as part of this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2016.
 
 
 
Exhibit No.
 
Description
23.1
 
Consent of Ernst & Young LLP.
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
 




SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Fort Lauderdale, Florida on the 21st day of February, 2017.
 
 
CITRIX SYSTEMS, INC.
 
 
 
 
By:
/s/ KIRILL TATARINOV
 
 
Kirill Tatarinov
 
 
President and Chief Executive Officer








EXHIBIT INDEX
 
 
 
 
Exhibit No.
 
Description
23.1
 
Consent of Ernst & Young LLP
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



EXHIBIT 23.1
Consent of Independent Registered Certified Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(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
        
(5)        Registration Statement No. 333-132820 on Form S-8, dated March 29, 2006
        
(6)        Registration Statement No. 333-135519 on Form S-8, dated June 30, 2006
        
(7)        Registration Statement No. 333-135521 on Form S-8, dated June 30, 2006
        
(8)        Registration Statement No. 333-136731 on Form S-8, dated August 18, 2006
        
(9)        Registration Statement No. 333-147419 on Form S-8, dated November 15, 2007
        
(10)        Registration Statement No. 333-147421 on Form S-8, dated November 15, 2007
        
(11)        Registration Statement No. 333-149967 on Form S-8, dated March 28, 2008
        
(12)        Registration Statement No. 333-156266 on Form S-8, dated December 18, 2008
        
(13)        Registration Statement No. 333-156267 on Form S-8, dated December 18, 2008
        
(14)        Registration Statement No. 333-161164 on Form S-8, dated August 7, 2009
        
(15)        Registration Statement No. 333-165460 on Form S-8, dated March 12, 2010
        
(16)        Registration Statement No. 333-168688 on Form S-8, dated August 9, 2010
        
(17)        Registration Statement No. 333-172430 on Form S-8, dated February 25, 2011
        
(18)        Registration Statement No. 333-176148 on Form S-8, dated August 8, 2011
        
(19)        Registration Statement No. 333-179653 on Form S-8, dated February 23, 2012
        
(20)        Registration Statement No. 333-183120 on Form S-8, dated August 7, 2012;
        
(21)        Registration Statement No. 333-186784 on Form S-8, dated February 21, 2013
        
(22)        Registration Statement No. 333-196332 on Form S-8, dated May 28, 2014
        
(23)        Registration Statement No. 333-201399 on Form S-8, dated January 8, 2015
(24)        Registration Statement No. 333-202181 on Form S-8, dated February 19, 2015
(25)        Registration Statement No. 333-209583 on Form S-8, dated February 18, 2016
of our reports dated February 16, 2017, with respect to the consolidated financial statements and schedule of Citrix Systems, Inc., and the effectiveness of internal control over financial reporting of Citrix Systems, Inc., included in this Annual Report (Form 10-K) of Citrix Systems, Inc. for the year ended December 31, 2016.

/s/ Ernst & Young LLP
Boca Raton, Florida
February 16, 2017




Exhibit 31.1
CERTIFICATIONS
I, Kirill Tatarinov, certify that:
1.    I have reviewed this annual report on Form 10-K/A of Citrix Systems, Inc.;
2.    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; and
3.    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.
 
 
CITRIX SYSTEMS, INC.
 
 
 
 
By:
/s/ KIRILL TATARINOV
 
 
Kirill Tatarinov
 
 
President and Chief Executive Officer
 
 
(Principal Executive Officer)

Date: February 21, 2017





Exhibit 31.2
CERTIFICATIONS
I, David J. Henshall, certify that:
    
1.    I have reviewed this annual report on Form 10-K/A of Citrix Systems, Inc.;
2.    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; and
3.    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.
 
 
By:
/s/ DAVID J. HENSHALL
 
 
David J. Henshall
 
 
Executive Vice President, Chief Operating Officer and Chief Financial Officer
 
 
(Principal Financial Officer)


Date: February 21, 2017