Citrix Systems
Annual Report 2017

Plain-text annual report

OUTSIDE BACK OUTSIDE FRONT 2017 Annual Report 2017 Annual Report C i t r i x S y s t e m s , I n c . A n n u a l R e p o r t 2 0 1 7 153654 TOPPAN -- OUTSIDE -- 1/4" HT -- CYAN MAGENTA YELLOW BLACK PMS 7689 -- INSIDE FRONT INSIDE BACK Annual Report 2017 Citrix Systems, Inc. Annual Report 2017 Citrix Systems, Inc. FINANCIAL HIGHLIGHTS CORPORATE INFORMATION All financial data has been adjusted to reflect continuing operations. Year ended December 31 (In thousands, except per share data) 2017 2016 2015 Net revenues Cost of net revenues Gross margin Operating expenses Income from continuing operations Other (expense), net Income from continuing operations before income taxes Income tax expense (benefit) Income from continuing operations (Loss) income from discontinued operations, net of income tax expense Net (loss) income Net income per share from continuing operations (Loss) income per share from discontinued operations Net (loss) earnings per share—diluted 2,824,686 2,736,080 2,646,154 439,646 404,889 474,040 2,385,040 2,331,191 2,172,114 1,814,043 1,771,027 1,969,322 570,997 (20,651) 550,346 528,361 21,985 (42,704) (20,719) 0.14 (0.27) (0.13) 560,164 (32,394) 527,770 57,915 469,855 66,257 536,112 2.99 0.42 3.41 202,792 (38,208) 164,584 (50,549) 215,133 104,228 319,361 1.34 0.65 1.99 Weighted average shares outstanding—diluted 155,503 157,084 160,362 In 2017, Citrix revenue grew by 3% Revenue (millions) Earnings Per Share Operating Cash Flow (millions) 2017 $2,825 2016 $2,736 2015 $2,646 2017* $0.14 2016 $2.99 2015 $1.34 2017 $964 2016 $947 2015 $832 * Decrease in earnings per share was primarily due to an increase in tax expense as a result of $429 million (or $2.76 per diluted share) in charges related to the estimated impact from the enactment of the U.S. Tax Cuts and Jobs Act that was signed on December 22, 2017. The impacts of the U.S. Tax Cuts and Jobs Act may differ from this estimate, and the estimated charges may accordingly be adjusted over the course of 2018. Citrix (NASDAQ:CTXS) aims to power a world where people, organizations and things are securely connected and accessible to make the extraordinary possible. We help customers reimagine the future of work by providing the most comprehensive secure digital workspace that unifies the apps, data and services people need to be productive, and simplifies IT’s ability to adopt and manage complex cloud environments. With 2017 annual revenue of $2.82 billion, Citrix solutions are in use by more than 400,000 organizations including 99 percent of the Fortune 100 and 98 percent of the Fortune 500. Learn more at www.citrix.com. Major Operational Centers Alpharetta, GA, USA Bangalore, India Cambridge, United Kingdom Chalfont, United Kingdom Dublin, Ireland Ft. Lauderdale, FL, USA Munich, Germany Nanjing, China Raleigh, NC, USA Santa Clara, CA, USA Schaffhausen, Switzerland Sydney, Australia Tokyo, Japan STOCKHOLDER INFORMATION Executives Board of Directors David J. Henshall President and Chief Executive Officer Bob Calderoni Executive Chairman, Citrix For further information about Citrix, additional copies of this report, Form 10-K, or other financial information without charge, contact: Bob Calderoni Executive Chairman Andrew Del Matto Executive Vice President and Chief Financial Officer Mark M. Coyle Senior Vice President, Finance Mark Ferrer Executive Vice President and Chief Revenue Officer Tony Gomes Senior Vice President and General Counsel PJ Hough Senior Vice President and Chief Product Officer Donna Kimmel Senior Vice President and Chief People Officer Tim Minahan Senior Vice President, Business Strategy and Chief Marketing Officer Jeroen van Rotterdam Senior Vice President, Engineering Nanci E. Caldwell Lead Independent Director, Citrix Jesse A. Cohn Partner and Head of U.S. Equity Activism, Elliott Management Robert D. Daleo Retired Vice Chairman, Thomson Reuters Murray J. Demo Executive Vice President and Chief Financial Officer, Rubrik Ajei S. Gopal President and Chief Executive Officer, ANSYS David J. Henshall President and Chief Executive Officer, Citrix Peter J. Sacripanti Partner, McDermott Will & Emery Graham V. Smith Former Executive Vice President and Chief Financial Officer, Salesforce Godfrey R. Sullivan Executive Chairman, Splunk Investor Relations Citrix’s stock trades on the NASDAQ Global Select Market under the ticker symbol CTXS. The Citrix Annual Report and Form 10-K are available electronically at http:// investors.citrix.com/annual-reports Citrix Systems, Inc. Attn: Investor Relations 851 West Cypress Creek Road Fort Lauderdale, FL 33309 United States Tel: +1 954 267 3000 Tel: +1 800 424 8749 www.citrix.com/investors Transfer Agent and Registrar Computershare Trust Company, N.A. P.O. BOX 505000 Louisville, KY 40233-5000 Tel: +1 877 373 6374 http://www.computershare.com/investor Independent Registered Certified Public Accountants Ernst & Young LLP 5100 Town Center Circle, Suite 500 Boca Raton, FL 33486 Annual Meeting of Shareholders The Annual Meeting of Shareholders of Citrix Systems, Inc. will be held on June 6, 2018 at 4:00 p.m., Eastern Time Citrix Headquarters 851 West Cypress Creek Road Fort Lauderdale, FL 33309 United States 153654 TOPPAN -- INSIDE -- 1/4" HT -- BLACK PMS 7689 -- DTP PB Sheetfed 8.25x10.75 (23 x 35) 1/4 HT 3/16 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A Black ] 2 Diff 4 Pagers - OUT 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A PANTONE 7689 C 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A Cyan ] Sig 6 153654 TOPPAN Citrix Systems AR_Text_Insert 153654 TOPPAN Citrix Systems AR_Text_Insert ] Sig 6 ] Sig 1 153654 TOPPAN Citrix Systems AR_Text_Insert 153654 TOPPAN Citrix Systems AR_Text_Insert ] Sig 1 Annual Report 2017 Citrix Systems, Inc. To our shareholders, customers, partners, and employees: For almost three decades, Citrix has powered a better way to work. We deliver the world’s most trusted digital workspace, giving employees reliable access to the applications and information they need to be productive, engage customers, and unlock innovation—anytime, anywhere. In addition, we give IT a simplified way to manage and secure it all across any device, application, or cloud. Our customers are driving our continued evolution and transformation as a company. They are adopting cloud services and SaaS applications on a broad basis and operating in a multi-cloud, hybrid-cloud world. This shift creates the opportunity for Citrix to provide simple, secure and unified solutions, helping our customers and simplifying their roadmap. 2017 was an important year in Citrix’s history, both in terms of how we operate as a company, with the acceleration of our own business transformation, as well as how we deliver solutions to help our customers power their own business initiatives. We have defined the strategic priorities that drive our growth opportunities and expand our total addressable market by up to a third. Additionally, we have outlined our multi-year financial plan that drives increased customer and shareholder value. Our strategic priorities are simple. First, we are accelerating to build cloud services across our entire portfolio to speed up the delivery of our own innovation and simplify customer adoption. Today, cloud delivered services represent about 20 percent of our market opportunity, and by 2020, it is expected to drive more than half. Next, we are unifying our sector-leading product technologies into a Secure Digital Workspace, both on premise and in the cloud, to create a better end user experience and simplified control for IT. Our goal is to provide an intuitive, elegant experience for managing and delivering apps and data, from any cloud to any device. This creates competitive differentiation and defensibility, solving real business problems for customers and making us a strategic part of their businesses. “ Looking ahead to 2018, we are not slowing down. We now have significant momentum and purpose.” David J. Henshall President & CEO Finally, we are expanding into new areas to help our customers meet the demands of the future, while driving incremental growth opportunities for Citrix in areas such as security, analytics and the secure digital perimeter. In our multi-year plan, we outlined four business initiatives with goals that show how we are thinking about the shape of our business in the next few years. Those initiatives too are simple. First, we shared that we are moving to a subscription business model, aiming to exit 2020 with at least 40 percent of total revenue coming from subscription. This gives us more predictable recurring revenue and increases customer lifetime value. Next, knowing that the cloud drastically reduces customer complexity and lets us deliver rapid innovation, we want to see more than 60 percent of our new bookings coming from Citrix Cloud subscriptions in 3 years. Annual Report 2017 Citrix Systems, Inc. TOTAL 2017 REVENUE IN BILLIONS $2.82 A YOY REVENUE INCREASE OF 3% DEFERRED REVENUE INCREASED BY 11% The third initiative we shared is our commitment to a balanced and efficient financial model. We have targeted revenue growth of more than 4 percent, trending upwards, with adjusted operating margins of at least 33 percent. And finally, we authorized the return of about $2 billion of capital between the fourth quarter of 2017 and the end of fiscal year 2018, a move we believe demonstrates our confidence in our strategic priorities and plans, and our commitment to best-in-class capital return for our shareholders. Focus on these strategic initiatives has provided an opportunity to better focus and align our organizational structure against these specific priorities. In 2017, we reorganized our product and R&D efforts to deliver the integrated solutions our customers need. These actions have also resulted in increased innovation. In 2017, we had a 100 percent increase in patent filings year over year and an 80 percent increase in the number of product releases. At the same time, our product quality continues to improve—showing our focus on our customers and their success. 2017 Business Performance This past year, we took a critical step in our business transformation—to focus our portfolio and accelerate our transition to a subscription model. In early 2017, we completed the separation of our GoTo business, merging it with LogMeIn. This merger provided a tax-efficient distribution of value to our shareholders. Our financial results from continuing operations were strong as we grew revenue to $2.82 billion, compared to $2.74 billion in 2016, a 3 percent increase, including a record number of deals over one million dollars, demonstrating an increasingly strategic relationship with our customers. Additionally, our deferred revenue balance increased 11 percent from the prior year to $1.86 billion. We saw our subscription-based revenue accelerate during 2017 as our customers embraced our new subscription-based offerings. Software as a service revenue increased 31 percent in the year, and most importantly, our mix of subscription bookings grew to 27 percent as a percent of total product bookings, compared to 14 percent in 2016, jumpstarting our multi-year plan and initiatives. Throughout the year, we continued to improve operational efficiencies to increase our non-GAAP operating margin to 32 percent in 2017, including a 40 percent non-GAAP operating margin in Q4, the highest quarterly non-GAAP operating margin in over 10 years. We increased cash flow from continuing operations to $964 million and repurchased approximately 15.5 million shares of our stock at an average price of $81 per share. Finally, we delivered an increase in non-GAAP earnings per share from continuing operations, ending the year with non-GAAP earnings per share of $4.85, up from $4.45 per share the previous year from continuing operations. Later, in the annual report section, you can find a full reconciliation between our non-GAAP and GAAP performance. 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B PANTONE 7689 C 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Black ] 2 Diff 4 Pagers - IN 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Cyan Annual Report 2017 Citrix Systems, Inc. 2018 Focus Looking ahead to 2018, we are not slowing down. We now have significant momentum and purpose. We are more aligned and more focused on customer success than I have seen at Citrix in a long time. Moving into 2018, we expect to only move faster as we gain further momentum in our three strategic priorities. It is clear that our customers are looking for ways to operate efficiently and effectively in a multi-cloud, hybrid-cloud world, and Citrix is clearly positioned to provide simple, secure and unified solutions to help them address these challenges and simplify their digital transformation roadmaps. I joined Citrix in 2003 because I believed in our mission and our opportunity. Today, more than 15 years later as CEO, my belief in Citrix is stronger than ever. Our success over the years has not been an accident. It is the result of how we as a company work with determination, growing and proving our ability to innovate at scale. I strongly believe that the work we are doing to accelerate our initiatives is going to position Citrix for even greater success long into the future. It is an exciting time for Citrix, and together, we can keep the momentum going as we reimagine how people and organizations can work in the future to push the limits of productivity and innovation. On behalf of the Board and our employees, I thank you for your support for our teams and your confidence in our company and vision. Sincerely, David J. Henshall President & CEO 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B PANTONE 7689 C 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Black ] 2 Diff 4 Pagers - IN 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Cyan 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 2 ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ 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 (State or other jurisdiction of incorporation or organization) 75-2275152 (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 (Title of each class) The Nasdaq Stock Market LLC (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 ☒ 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 ☒ 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 ☒ No ☐ 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). Yes ☒ 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. ☒ 2 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in 12b-2 of the Exchange Act. ☒ Large accelerated filer ☐ Non-accelerated filer (Do not check if a smaller reporting company) ☐ Accelerated filer ☐ Smaller reporting company ☐ Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ 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 $10,801,319,391. As of February 9, 2018 there were 136,150,856 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, 2017. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K. 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine CITRIX SYSTEMS, INC. TABLE OF CONTENTS Part I: Item 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 2 Item 3 Item 4 Item 5 Part II: Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 6 Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . Item 8 Changes in and Disagreements With Accountants on Accounting and Financial Item 9 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part III: Part IV: Item 10 Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 11 Security Ownership of Certain Beneficial Owners and Management and Related Item 12 Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certain Relationships and Related Transactions and Director Independence . . . . Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 13 Item 14 Item 15 Item 16 Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 14 33 33 33 33 34 36 38 62 63 63 63 65 65 65 65 65 65 66 71 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Cyan 2 PART I This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results could differ materially from those set forth in the forward-looking statements. Certain factors that might cause such actual results to differ materially from those set forth in these forward-looking statements are included in Part I, Item 1A “Risk Factors” beginning on page 14. ITEM 1. BUSINESS Business Overview Citrix is a Delaware corporation incorporated on April 17, 1989. Our mission is to power a world where people, organizations and things are securely connected and accessible to make the extraordinary possible. We help customers reimagine the future of work by providing a comprehensive secure digital workspace that unifies the apps, data and services people need to be productive, and simplifies IT’s ability to adopt and manage complex cloud environments. Digital transformation is occurring in every industry at a rapid pace. Businesses today are adopting cloud services and software as a service, or SaaS, apps on a broad basis. Many businesses are juggling multiple cloud providers and dozens of new SaaS apps. Yet, we believe many organizations are expected to have a majority of their workloads still running on-premises in five years. This combination of increased complexity with mobility and new workstyles results in a fragmented user experience, an increase in security risks, and IT teams challenged to properly manage the technology needs of organizations. As a result of this convergence of cloud, legacy systems, and newer technologies, including artificial intelligence and machine learning, organizations are now seeking to adopt multi-cloud, hybrid-cloud strategies for their IT infrastructure, so that they can provide flexibility to navigate all systems and security to address ever-expanding attack surfaces, all without sacrificing experience for their end users. As we continue to pursue our mission to power a world where people, organizations and things are securely connected and accessible, we are focused on three strategic initiatives. First, we are accelerating our move to a subscription-based business model and to offer all of our solutions from the cloud to give organizations flexibility in how they work. Second, we are unifying our portfolio to simplify user and IT experience. Finally, to help meet the expected demands of the future, we are expanding our networking capabilities to provide a secure digital perimeter and broader analytics services. We market and license our solutions through multiple channels worldwide, including selling through resellers and direct over the Web. Our partner community comprises thousands of value-added resellers, or VARs known as Citrix Solution Advisors, value-added distributors, or VADs, systems integrators, or SIs, independent software vendors, or ISVs, original equipment manufacturers, or OEMs and Citrix Service Providers, or CSPs. Separation of GoTo Business On January 31, 2017, we completed the separation and subsequent merger of the GoTo family of service offerings of our wholly-owned subsidiary, GetGo, Inc., or GetGo, to LogMeIn, Inc., or LogMeIn, pursuant to a pro rata distribution to our stockholders of 100% of the shares of common stock of GetGo, pursuant to a Reverse Morris Trust, or RMT, transaction. The GoTo family of service offerings consisted of GoToMeeting, GoToWebinar, GoToTraining, GoToMyPC, GoToAssist, Grasshopper and OpenVoice, or collectively the GoTo Business, and had historically been part of our GoTo Business segment. As a result, the consolidated financial statements included in this Annual Report on Form 10-K and related financial information reflect the GoTo Business operations, assets and liabilities, and cash flows as discontinued operations for all periods presented. See Note 3 to our consolidated financial statements included in this Annual Report on Form 10-K for further information. 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine Subscription Model Transition In 2017, we announced our intent to transition to a subscription-based business model, and we began offering our customers the option to purchase our solutions as a subscription, whereby a fee is paid for continuous access to our software or the right to use our software and receive support for a specified period. We expect our transition to a subscription-based business model to provide financial and operational benefits to Citrix: increasing customer life-time-value, expanding our customer use-cases and innovation opportunities, and extending the use of Citrix services to securely deliver a broader array of applications, including Web, SaaS apps and services. Products and Services We are enabling the future of work by delivering digital workspace, networking, and analytics solutions that help customers drive innovation and be productive anytime, anywhere. Our unified, contextual and secure digital workspace enables customers to deliver and manage the apps, desktops, data and devices users need. Our customers can realize the full benefits of hybrid- and multi-cloud environments while simplifying management and overcoming security challenges. Our solutions and services target customers of all sizes, from small businesses to large global enterprises. From time to time, we may evaluate the naming and/or classification of our product groupings in order to appropriately reflect the current state of the business. Our secure digital workspace technologies are available as cloud services and can be managed as hybrid and multi-cloud environments. Our cloud-based services enable our customers to provide a flexible way to manage their applications and data. This cloud-based approach is designed to provide reduced infrastructure, centralized control and SaaS-style updates resulting in lower administration cost and complexity. These services include XenApp and XenDesktop service, XenMobile service, ShareFile service and NetScaler Gateway service and are available as an integrated service or as individual services scaled to meet our customers’ business needs. We offer perpetual, subscription-based and on-premise subscription software licenses for our solutions, along with annual subscriptions for software updates, technical support and SaaS. Perpetual licenses allow our customers to use the version of software initially purchased into perpetuity, while on-premise subscription licenses are limited to a specified period of time. Software maintenance subscriptions, or Customer Success Services, give customers the right to upgrade to new software versions if and when any updates are delivered during the subscription term. Perpetual license software comes primarily in electronic-based forms. We also offer on-premise subscription licenses to service providers through the Citrix Service Provider program, which are invoiced on a monthly basis or based on reported license usage. Our services delivered via the cloud are accessed over the Internet for usage during the subscription period. Our hardware appliances come pre-loaded with software for which customers can purchase perpetual licenses and annual support and maintenance. Workspace Services Application Virtualization and VDI Our Application Virtualization and VDI solutions give employees the freedom to work from anywhere while cutting IT costs, securely delivering Windows, Linux, Web and SaaS apps, plus full virtual desktops to any device. • 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 XenApp to manage and mobilize Windows applications. 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Cyan ] 32 Page • XenApp is a widely deployed solution that allows Windows applications to be delivered as services to Android and iOS mobile devices, Macs, PCs and thin clients from any cloud, on-premises datacenter or both. 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 Microsoft Azure, the Microsoft Desktop Optimization Pack, Microsoft App-V, and Microsoft System Center. Our joint solution with Microsoft lowers the cost of delivering and maintaining Windows applications for all users in the enterprise. Enterprise Mobility Management Increasingly, for many employees, mobile devices are their workspaces. Our XenMobile solutions are designed to increase productivity and security with mobile device management, or MDM, mobile application management, or MAM, mobile content management, or MCM, secure network gateway, and enterprise-grade mobile apps in one comprehensive solution. • XenMobile provides unified endpoint management for a secure digital workspace allowing IT to meet mobile device security and compliance requirements for “bring your own device” programs and corporate devices while enabling user productivity. As part of a workspace, XenMobile centralizes the management of mobile devices, traditional desktops, laptops and Internet of Things, or IoT, through a single platform. XenMobile directly integrates with Microsoft EMS/Intune to extend the mobility and device management capabilities. Citrix Workspace We offer customers the opportunity to acquire our mobility, desktop and app solutions through a single comprehensive integrated offering, Citrix Workspace, which includes our XenApp, XenDesktop, XenMobile, ShareFile and NetScaler products. Citrix Workspace securely delivers the apps, desktops, branch networking and WAN, enterprise mobility management and data people need for business productivity. We offer one of the industry’s most complete and integrated digital workspaces that is streamlined for IT control and easily accessible for users. • Citrix Workspace delivers a unified user experience for any app or desktop on any device, including 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 provides a unified, flexible solution that can streamline device, application and desktop deployment and lifecycle management to reduce IT costs. Citrix Workspace offers choice of device, cloud and network and can be deployed on-premises, via the cloud or as a hosted service. Networking Our Networking products allow organizations to deliver apps and data with the security, reliability, and speed trusted by thousands of customers worldwide. • NetScaler ADC is a software-defined application delivery controller, or 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, or WAF, capabilities that protects web applications and sites from both known and unknown attacks, including application-layer and zero-day threats. 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Cyan ] 32 Page • 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. Content Collaboration Our Content Collaboration offering meets the collaboration and mobility needs of users, with scalable data security requirements for small business to the enterprise. • ShareFile is a secure, cloud-based file sharing and storage solution built for mobile business, giving users enterprise-class data services across all corporate and personal mobile devices, while maintaining total IT control. 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. License Updates and Maintenance Designed to prevent business downtime, we offer technical support that provides anytime access to expertise, plus product version updates and upgrades. We provide several support options for customers and partners to choose from. • • Customer Success Services for our software solutions, which 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 and get the most out of their Citrix investments. Additionally, customers may upgrade to receive personalized support from a dedicated team led by an assigned account manager. Fees associated with this offering are recognized ratably over the term of the contract. Hardware Maintenance for our Networking products, which gives customers a choice of tiered support offerings that includes technical support, 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. Fees associated with this offering are recognized ratably over the term of the contract. Professional Services We provide a portfolio of professional services to our business partners and customers to manage the quality of implementation, operation and support of our solutions. These services are available for additional fees paid on an annual or transactional basis. • 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 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. 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine • 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. Technology Our solutions are based on a full range of core proprietary technologies and certain industry-standard open source technologies. • • • 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. 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. 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. Innovation is a core Citrix competency. We have many additional unique innovations that are important enablers of our continued leadership in application virtualization, VDI and networking. Customers We believe that the primary IT buyers involved in decision-making related to our solutions are the following: • • • • • 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. Desktop Operations Managers who are responsible for managing Windows Desktop environments including corporate help desks. IT Infrastructure Managers who are responsible for managing and delivering Windows-based applications. Directors of Messaging and Mobility, who are, respectively, responsible for messaging technologies and defining mobile strategies and solutions for securing and managing mobile devices including their content and applications. Network Architects who are responsible for delivering Web-based applications who have primary responsibility for the WAN infrastructure for all applications. 7 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Cyan 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 2 • • • • • • Server Operations Managers who are responsible for specifying datacenter systems and managing daily operations. Individuals and prosumers, who are responsible for choosing personal solutions and helping small businesses select simple-to-use computing solutions. Small business owners who are responsible for choosing the systems needed to support their business goals, such as SaaS. Chief technology officer and engineering department (managers and architects, among others) for telecommunications service providers. Line of business and functional executives that determine the need for our cloud and subscription-based offerings at certain enterprises. Chief information officer and engineering departments within service providers, using our solutions to deliver desktops and applications as hosted cloud services. The IT buyers for our solutions include a wide variety of industries including those in financial services, technology, healthcare, education, government and telecom. Technology Relationships We have a number of technology relationships in place to accelerate the development of existing and future solutions and our go-to-market initiatives. These relationships include cross-licensing, OEM, resell, joint reference architectures, and other arrangements that result in better solutions for our customers. ] Microsoft For over 25 years, Citrix and Microsoft have maintained a strategic partnership spanning product development, go-to-market initiatives and partner development, with the goal of helping customers to enable secure delivery of applications and data on any device, wherever they go. Over the past two years, the two companies have expanded that collaboration to help our joint customers make the transition from delivering apps and desktops using an on-premises IT infrastructure approach to a hybrid and cloud IT infrastructure model. Citrix and Microsoft are offering services that enable customers to deploy Windows 10 desktops on the Microsoft Azure cloud platform, services to deploy apps directly on Azure, and smart tools to simplify the deployment of new workspaces. In addition, the partnership is extending to Citrix mobility and network management products and services that complement Microsoft Enterprise Mobility + Security (EMS) and provide comprehensive security and value for Citrix and Microsoft customers. This next-generation model encompasses not just the Microsoft platform but extends to enable customers to leverage other platforms to deliver the best experiences through Citrix and Microsoft technologies. Nutanix Citrix and Nutanix have a joint secure and scalable hyper-converged infrastructure solution that delivers a strong user experience and value while reducing infrastructure complexity. Nutanix extended their solution and announced InstantOn for our cloud solutions. This solution enables fast, easy delivery of secure digital workspaces for today’s hybrid cloud world. By combining Nutanix scale-as-you-grow architecture with the cloud simplicity of XenApp and XenDesktop Service, customers can reduce ongoing costs, alleviate infrastructure complexity, and deliver high-performance access to applications and desktops to every user. Google We expanded our multi-year partnership with Google to help deliver secure, cloud-based applications to enterprise customers, to help organizations solve their requirements for secure digital workspaces and to seamlessly and confidently accelerate their secure cloud transformation. We continue to build on our successful partnership to deliver secure, virtual business applications to Chrome OS and Android devices, in addition to extending ShareFile connectors and workflows to Google G-Suite and Drive. With Citrix 8 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Cyan 2 ] 2 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 Workspace solutions and NetScaler CPX running workloads on Google Cloud Platform, we are bringing cloud delivery of applications and desktops to enterprise customers who are increasingly looking to public and hybrid clouds to address competitive demands and to solve business challenges. Additional Relationships Our partners continue to expand their focus on the broad range of our solutions. We have continued to invest in our Global System Integrator partnerships, with organizations including IBM, DXC, and Fujitsu, that have multiple offerings in the market with Citrix Workspace and Citrix Networking solutions. We extended our 20+ year alliance with Hewlett Packard Enterprise and entered into a three-year strategic partnership agreement to extend our leadership in the secure delivery of apps and data by building innovative solutions and services leveraging the full Citrix software stack and our cloud solution. We launched a partnership with Samsung to deliver secure access to digital workspaces, bringing enterprise apps and data to any Samsung DeX enabled mobile device. We also have established relationships with Intel and NVIDIA that complement the benefits provided by our solutions. Supporting our customers and a multi-cloud strategy, we expanded our partnership with Amazon Workspace Services and in 2017, announced support for Citrix customers utilizing Oracle Cloud Infrastructure. Through our Citrix Ready program, we help customers find Citrix-compatible products for their organization. The program is trusted by customers, providing them choice and confidence when identifying and choosing Citrix verified partner products critical to solving their business needs. The Citrix Ready partner community is highly active and takes advantage of numerous programs to incorporate our solutions and technologies into their solutions, including Citrix Receiver, HDX, XenDesktop, XenApp, NetScaler, ShareFile, XenMobile and our cloud solution. Our Citrix Receiver and HDX technologies are often included with thin clients, industry-standard servers and mobile devices, such as Apple’s iPhone and iPad, Windows Mobile, and Google Android and Chrome devices. Research and Development We focus our research and development efforts on developing new solutions and core technologies in our core markets and to further enhancing the functionality, reliability, performance and flexibility of existing solutions. We solicit extensive feedback concerning product development from customers, both directly from and indirectly through our channel distributors. We believe that our software development teams and our core technologies represent a significant competitive advantage for us. Included in the software development teams are individuals focused on research activities that include prototyping ways to integrate emerging technologies and standards into our product offerings, such as emerging Web services technologies, management standards and Microsoft’s newest technologies. Many groups within the software development teams have expertise in Extensible Markup Language, or XML, based software development, integration of acquired technology, multi-tier Web-based application development and deployment, SSL secure access, hypervisor technologies, cloud technologies, networking technologies and building SaaS. We incurred research and development expenses of approximately $415.8 million in 2017, $395.4 million in 2016 and $481.0 million in 2015. Sales, Marketing and Services We market and license our solutions through multiple channels worldwide, including selling through resellers and direct over the Web. Our partner community comprises thousands of value-added resellers known as Citrix Solution Advisors, VADs, SIs, ISVs, OEMs, and CSPs. Distribution channels are managed by our worldwide sales and services organization. Partners receive training and certification opportunities to support our portfolio of solutions and services. We reward our partners that identify new business, and provide sales expertise, services delivery, customer education, technical implementation and support of our portfolio of solutions through our incentive program. We continue to focus on increasing the productivity of our existing partners, and building capacity through targeted recruitment, introducing programs to increase partner mindshare, limit channel conflict and increase partner loyalty to us. 9 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Cyan As we lead with the cloud, we have been cultivating a global base of technology partners within our Citrix Service Provider, or CSP, program. Our CSP program provides subscription-based services in which the CSP partners host software services to their end users. Our CSP partners, consisting of managed service providers, ISVs, hosting providers and telcos, among others, license our desktop, application, networking and enterprise mobility management solutions on a monthly consumption basis. With our software, these partners then create differentiated offers of their own, consisting of cloud-hosted applications and cloud-hosted desktops, which they manage for various customers, ranging from SMBs to enterprise IT. Besides supplying technology, we are actively engaged in assisting these partners in developing their hosted businesses either within their respective data centers or leveraging public cloud infrastructure by supplying business and marketing assistance. Engagement with SIs and ISVs continues to be a substantial part of our strategic roadmap within large enterprise and government markets. Our integrator partnerships include organizations such as Atos, Accenture, Avanade, Capgemini, Dimension Data, DXC, Fujitsu, IBM Global Services, TCS and Wipro, who all deliver consultancy or global offerings powered by the Citrix Workspace. The ISV program maintains a strong representation across targeted industry verticals including healthcare, financial services and telecommunications. Members in the ISV program include Allscripts, Cerner Corporation, Epic Systems Corporation and McKesson Corporation, among several others. For all of our channels, we regularly take actions to improve the effectiveness of our partner programs and further strengthen our channel relationships through management of non-performing partners, recruitment of partners with expertise in selling into new markets and forming additional strategic global and national partnerships. Our corporate marketing organization provides sales and industry event support, digital and social marketing, sales enablement tools and collateral, advertising, direct mail, industry analyst relations and public relations coverage to market our solutions. Our efforts in marketing are focused on generating leads for our sales organization and our indirect channels to acquire net new accounts and expand our presence with existing customers. Our partner development organization actively supports our partners to improve their commitment and capabilities with Citrix solutions. Our customer sales organization consists of field-based sales engineers and corporate sales professionals who work directly with our largest customers, and coordinate integration services provided by our partners. Additional sales personnel, working in central locations and in the field, provide support including recruitment of prospective partners and technical training with respect to our solutions. In fiscal year 2017 and 2016, two distributors, Ingram Micro and Arrow, accounted for 13% and 12%, respectively, of our total net revenues. In fiscal year 2015, two distributors, Ingram Micro and Arrow, accounted for 13% and 11%, respectively, of our total net revenues. Our distributor arrangements with Ingram Micro and Arrow consist of several non-exclusive, independently negotiated agreements with its subsidiaries, each of which covers different countries or regions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” and Note 2 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 for information regarding our revenue recognition policy. International revenues (sales outside the United States) accounted for approximately 46.3% of our net revenues for the year ended December 31, 2017, 46.3% of our net revenues for the year ended December 31, 2016 and 48.7% of our net revenues for the year ended December 31, 2015. For detailed information on our international revenues, please refer to Note 12 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017. Segment Revenue We previously organized our operations into two reportable segments. As a result of the separation of the GoTo Business, formerly a reportable segment, on January 31, 2017, we re-evaluated our operating segments and determined that we have one reportable segment. Our chief operating decision maker, or CODM, reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Our Chief Executive Officer is the CODM. The results of the GoTo Business, formerly a reportable segment, are accounted for as discontinued operations in our consolidated statement of income for all periods presented. See Note 12 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017. 10 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Cyan Operations For our Networking products, which include NetScaler ADC, we use independent contractors to provide a redundant source of manufacture and assembly capabilities. Independent contractors provide us with the flexibility needed to meet our product quality and delivery requirements. We have manufacturing relationships that we enter into in the ordinary course of business, primarily with Flextronics under which we have subcontracted the majority of our hardware manufacturing activity, generally on a purchase order basis. These third-party contract manufacturers also provide final test, warehousing and shipping services. This subcontracting activity extends from prototypes to full production and includes activities such as material procurement, final assembly, test, control, shipment to our customers and repairs. Together with our contract manufacturers, we design, specify and monitor the tests that are required to meet internal and external quality standards. Our contract manufacturers manufacture our products based on forecasted demand for our solutions. Each of the contract manufacturers procures components necessary to assemble the products in our forecast and test the products according to our specifications. We are dual-sourced on our components, however, in some instances, those sources may be located in the same geographic area. Accordingly, if a natural disaster occurred in one of those areas, we may need to seek additional sources. Products are then shipped to our distributors, VARs or end-users. If the products go unsold for specified periods of time, we may incur carrying charges or obsolete material charges for products ordered to meet our forecast or customer orders. In 2017, we did not experience any material difficulties or significant delays in the manufacture and assembly of our products. We are responsible for all purchasing, inventory, scheduling, order processing and accounting functions related to our operations. For our software products, production, warehousing and shipping are performed by our independent contractors Hewlett Packard Enterprise, Ireland and Digital River. Master software, development of user manuals, packaging designs, initial product quality control and testing are primarily performed at our facilities. In some cases, independent contractors also duplicate master software, print documentation and package and assemble products to our specifications. While it is generally our practice to promptly ship product upon receipt of properly finalized purchase orders, we sometimes have orders that have not shipped upon receipt of a purchase order. Although the amount of such product or license orders may vary, the amount, if any, of such orders at the end of a fiscal year is not material to our business. We do not believe that backlog, as of any particular date, is a reliable indicator of future performance. We believe that our fourth quarter revenues and expenses are affected by a number of seasonal factors, including the lapse of many corporations’ fiscal year budgets and an increase in amounts paid pursuant to our sales compensation plans due to compensation plan accelerators that are often triggered in the fourth quarter. We believe that these seasonal factors are common within our industry. Such factors historically have resulted in first quarter revenues in any year being lower than the immediately preceding fourth quarter. We expect this trend to continue through the first quarter of 2018. In addition, our European operations generally generate lower revenues in the summer months because of the generally reduced economic activity in Europe during the summer. This seasonal factor also typically results in higher fourth quarter revenues on a sequential basis. Competition We sell our solutions in intensely competitive markets. Some of our competitors and potential competitors have significantly greater financial, technical, sales and marketing and other resources than we do. As the markets for our solutions and services continue to develop, additional companies, including those with significant market presence in the computer appliances, software, cloud services and networking industries, could enter the markets in which we compete and further intensify competition. In addition, we believe price competition could become a more significant competitive factor in the future. As a result, we may not be able to maintain our historic prices and margins, which could adversely affect our business, results of operations and financial condition. See “Technology Relationships” and Part I — Item 1A entitled “Risk Factors” included in this Annual Report on Form 10-K for the year ended December 31, 2017. 11  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Cyan Workspace Services Our Application Virtualization and VDI solutions are based on an alternative technology platform, the success of which will depend on organizations and customers perceiving technological, operational and security benefits and cost savings associated with adopting desktop and application virtualization solutions. We differentiate our platform from basic virtualization solutions with robust security, flexibility and end user experience to enable IT to deliver Windows apps and desktops for better business outcomes. Our primary competition in this market is the existing IT desktop management practice of manually configuring physical desktops, which is time-consuming, expensive and subject to inconsistency. We also face numerous competitors that provide automation of these processes and alternative approaches, including VMware’s Horizon product and the emergence of virtual applications and desktop delivery from public and private cloud services, including Amazon Web Service’s product Amazon WorkSpaces. Also, there continues to be an increase in the number of alternatives to Windows-based applications and Windows operating system powered desktops, particularly in SaaS-delivered applications and mobile devices such as smartphones and tablets. We believe XenApp and XenDesktop give us a competitive advantage by providing customers multiple ways to virtualize and deliver desktops and/or apps with a single integrated virtualization system and delivering a higher performance user experience, more robust security and the flexibility for people to use any device and IT to use any infrastructure, public or private clouds, hyper-converged, traditional servers and storage, or combinations of each. Our Enterprise Mobility Management product line, XenMobile, competes with companies including AirWatch by VMware, MobileIron, Good Technology by BlackBerry and many other competitors. We believe we differentiate ourselves from these competitors by providing the most complete solution on the market, with MDM, MAM and superior core mobile productivity applications, including secure mobile email, calendar, browser, notes and more, along with integration with Microsoft’s mobility management platform, EMS. Our apps feature unique workflow integrations designed to make people work better, a significant advantage over competitors that do not focus on the end user experience and either have basic applications or rely on third parties for their mobile apps and can drive similar integrations. We also see competition from competitors that are combining mobile and desktop technologies. We believe our solution, Citrix Workspace, is the best solution available today that can securely deliver a secure digital workspace — with any Windows, Web, SaaS and native mobile applications, data and virtual desktops — to any device, anywhere. For example, VMware offers the VMware Workspace Suite and more recently introduced VMware Workspace ONE. We expect other vendors to follow suit. We offer market-leading technologies for every component of the Citrix Workspace. Furthermore, we believe that our end-user experience is a competitive edge when compared to the alternative solutions due to the integration, intuitiveness and self-service features of our offerings. Networking Our NetScaler ADC products compete against other established competitors, including F5 Networks, Inc., Dell, Inc., KEMP Technologies, Inc., Fortinet Inc., Radware, A10 Networks, Broadcom, Array Networks, Inc., AVI Networks, Inc. and Amazon Web Services. The ADC segment also includes a number of emerging start-up and open source-based competitors, such as HA PROXY Technologies, LLC. and NGINX, Inc. We continue to enhance NetScaler ADC’s feature capability and invest in go-to-market resources to market NetScaler ADC to our existing customer base and new potential customers as well as expanding into telco and cloud provider markets. Our NetScaler SD-WAN product competes against both traditional WAN optimization and infrastructure vendors, such as Riverbed, Cisco, Silver Peak and Blue Coat, and managed service providers. Content Collaboration In the content collaboration space, our ShareFile product’s direct competition includes Dropbox, Box, Syncplicity, Egnyte, Inc., BlackBerry’s Watchdox, Accellion, Microsoft and Google, as well as legacy solutions such as traditional file transfer protocol, or FTP. Many of these competitors have strong brand recognition through consumer and free versions of their solutions. However, we believe our ShareFile product offers a superior solution for businesses as it is built specifically for the needs of the business. 12  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Cyan Furthermore, we believe that our strong reputation in certain vertical segments, along with ShareFile’s integration with our other solutions, such as Citrix Receiver and XenMobile, and our unique ability to store data on-premise or in the Cloud, are key differentiators. Proprietary Technology Our success is dependent upon certain proprietary technologies and core intellectual property. We have been awarded numerous domestic and foreign patents and have numerous pending patent applications in the United States and foreign countries. Our technology is also protected under copyright laws. Additionally, we rely on trade secret protection and confidentiality and proprietary information agreements to protect our proprietary technology. We have established proprietary trademark rights in markets across the globe, and own hundreds of U.S. and foreign trademark registrations and pending registration applications for marks such as Citrix, NetScaler ADC, NetScaler SD-WAN, ShareFile, Xen, XenApp, XenDesktop, XenServer, XenMobile and many others. While our competitive position could be affected by our ability to protect our proprietary information, we believe that because of the rapid pace of technological change in the industry, factors such as the technical expertise, knowledge and innovative skill of our management and technical personnel, our technology relationships, name recognition, the timeliness and quality of support services provided by us and our ability to rapidly develop, enhance and market software solutions could be more significant in maintaining our competitive position. See Part I — Item 1A entitled “Risk Factors” included in this Annual Report on Form 10-K for the year ended December 31, 2017. Available Information Our Internet address is http://www.citrix.com. We make available, free of charge, on or through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. The information on our website is not part of this Annual Report on Form 10-K for the year ended December 31, 2017. Employees As of December 31, 2017, we had approximately 7,500 employees. In October 2017, we announced a strategic restructuring program which contributed to a reduction in headcount when comparing the 2017 fiscal year to the 2016 fiscal year. We believe our relations with employees are good. In certain countries outside the United States, our relations with employees are governed by labor regulations that provide for specific terms of employment between our company and our employees. 13 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Cyan ITEM 1A. RISK FACTORS Our operating results and financial condition have varied in the past and could in the future vary significantly depending on a number of factors. From time to time, information provided by us or statements made by our employees contain “forward-looking” information that involves risks and uncertainties. In particular, statements contained in this Annual Report on Form 10-K for the year ended December 31, 2017, and in the documents incorporated by reference into this Annual Report on Form 10-K for the year ended December 31, 2017, that are not historical facts, including, but not limited to, statements concerning our strategy and operational and growth initiatives, our transition to a subscription-based business model, product development and offerings of solutions and services, market positioning, distribution and sales channels, our partners and other strategic or technology relationships, financial information and results of operations for future periods, competition, seasonal factors, stock-based compensation, licensing and subscription renewal programs, international operations and expansion, investment transactions and valuations of investments and derivative instruments, restructuring charges, reinvestment or repatriation of foreign earnings, fluctuations in foreign exchange rates, tax estimates and other matters, stock repurchases, our debt, changes in accounting rules or guidance, changes in domestic and foreign economic conditions, delays or reductions in technology purchases, liquidity, litigation matters and intellectual property matters, constitute forward-looking statements and are made under the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are neither promises nor guarantees. Our actual results of operations and financial condition could vary materially from those stated in any forward-looking statements. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this Annual Report on Form 10-K for the year ended December 31, 2017, in the documents incorporated by reference into this Annual Report on Form 10-K or presented elsewhere by our management from time to time. Such factors, among others, could have a material adverse effect upon our business, results of operations and financial condition. We caution readers not to place undue reliance on any forward-looking statements, which only speak as of the date made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. RISKS RELATED TO OUR BUSINESS AND INDUSTRY Our transition from a perpetual licenses to a subscription-based business model and from on-premises software to cloud-delivered services is subject to numerous risks and uncertainties. The focus of our business model is shifting away from sales of perpetual licenses to sales of subscriptions. Additionally, we expect our customers will increasingly rely on our cloud-delivered services instead of on-premises deployments. This transition may give rise to a number of risks, including the following: • • • • • • • • we may not be able to implement effective go-to-market strategies and train or properly incentivize our sales team and channel partners in order to effectively market our subscription offerings; we may be unsuccessful in maintaining our target pricing, adoption and renewal rates; we may select solution prices that are not optimal and could negatively affect our sales or earnings; risks related to the timing of revenue recognition and potential reductions in cash flows in the near term; we may incur costs at a higher than forecasted rate as we expand our cloud-delivered services thereby decreasing our gross margins; we may not be able to meet customer demand or solution requirements for cloud-delivered services; customer concerns regarding changes to pricing, service availability, and security; and our cloud-delivered services are primarily operated through third party data centers, which we do not control and which may be vulnerable to damage, interruption and cyber-related risks. 14 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Cyan Our subscription-based business model and expansion of our cloud-delivered services may also require a considerable investment in resources, including technical, financial, legal, sales, information technology and operation systems. Market acceptance of such offerings is affected by a variety of factors, including but not limited to: security, reliability, scalability, customization, performance, current license terms, customer preference, customer concerns with entrusting a third party to store and manage their data, public concerns regarding privacy and the enactment of restrictive laws or regulations. In addition, the metrics we use to gauge the status of our business may evolve over the course of the transition as significant trends emerge. If we are unable to successfully establish our subscription-based business model or expand our cloud-delivered services, and navigate our transition in light of the foregoing risks and uncertainties, our business, results of operations and financial condition could be negatively impacted. Our business could be adversely impacted by conditions affecting the information technology market. The markets for our solutions and services are characterized by: • • • • • rapid technological change; evolving industry standards; fluctuations in customer demand; changing customer business models and increasingly sophisticated customer needs; and frequent new product and service introductions and enhancements. The demand for our solutions and services depends substantially upon the general demand for business-related computer appliances and software, which fluctuates based on numerous factors, including capital spending levels, the spending levels and growth of our current and prospective customers, and general economic conditions. Moreover, the purchase of our solutions and services is often discretionary and may involve a significant commitment of capital and other resources. U.S. economic forecasts for the information technology, or IT, sector are uncertain and continue to highlight an industry in transition from legacy platforms to mobile, cloud, data analytics and social solutions. If our current and prospective customers cut costs, they may significantly reduce their information technology expenditures. Additionally, if our current and prospective customers shift their IT spending more rapidly towards newer technologies and solutions as mobile, cloud, data analytics and social platforms evolve, the demand for our solutions and services most aligned with legacy platforms (such as our desktop virtualization solutions) could decrease. Fluctuations in the demand for our solutions and services could have a material adverse effect on our business, results of operations and financial condition. We face intense competition, which could result in customer loss, fewer customer orders and reduced revenues and margins. We sell our solutions and services in intensely competitive markets. Some of our competitors and potential competitors have significantly greater financial, technical, sales and marketing and other resources than we do. We compete based on our ability to offer to our customers the most current and desired product and services features. We expect that competition will continue to be intense, and there is a risk that our competitors’ products may be less costly, more heavily discounted or free, provide better performance or include additional features when compared to our solutions. Additionally, there is a risk that our solutions may become outdated or that our market share may erode. Further, the announcement of the release, and the actual release, of new solutions incorporating similar features to our solutions could cause our existing and potential customers to postpone or cancel plans to license certain of our existing and future product and service offerings. Existing or new solutions and services that provide alternatives to our solutions and services could materially impact our ability to compete in these markets. As the markets for our solutions and services, especially those solutions in early stages of development, continue to develop, additional companies, including companies with significant market presence in the computer hardware, software, cloud, networking, mobile, data sharing and related industries, could enter, or increase their footprint in, 15 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Cyan 2 ] 2 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 the markets in which we compete and further intensify competition. In addition, we believe price competition could become a more significant competitive factor in the future. As a result, we may not be able to maintain our historic prices and margins, which could adversely affect our business, results of operations and financial condition. We expect to continue to face additional competition as new participants enter our markets and as our current competitors seek to increase market share. Further, we may see new and increased competition in different geographic regions. The generally low barriers to entry in certain of our businesses increase the potential for challenges from new industry competitors, whether small and medium sized businesses or larger, more established companies. Smaller companies new to our market may have more flexibility to develop on more agile platforms and have greater ability to adapt their strategies and cost structures, which may give them a competitive advantage with our current or prospective customers. We may also experience increased competition from new types of solutions as the options for Workspace Services, Networking products and Content Collaboration (formerly Data) offerings increase. Further, as our industry evolves and if our company grows, companies with which we have strategic alliances may become competitors in other product areas, or our current competitors may enter into new strategic relationships with new or existing competitors, all of which may further increase the competitive pressures we face. A significant portion of our revenues historically has come from our Application Virtualization and VDI solutions and our Networking products, and decreases in sales for these solutions could adversely affect our results of operations and financial condition. A significant portion of our revenues has historically come from our Application Virtualization and VDI solutions and Networking products. We continue to anticipate that sales of these solutions and products and related enhancements and upgrades will constitute a majority of our revenue for the near future. Declines and variability in sales of certain of these solutions and products could occur as a result of: • • • • • • • • • • • • new competitive product releases and updates to existing products delivered as on premises solutions, especially cloud-based products; industry trend to focus on the secure delivery of applications on mobile devices; introduction of new or alternative technologies, products or service offerings by third parties; termination or reduction of our product offerings and enhancements; potential market saturation; failure to enter new markets; price and product competition resulting from rapid and frequent technological changes and customer needs; general economic conditions; complexities and cost in implementation; failure to deliver satisfactory technical support; dissatisfied customers; or lack of commercial success of our technology relationships. We have experienced increased competition in the Application Virtualization and VDI business from directly competing solutions, alternative products and products on new platforms. For example, Amazon Web Services provides Amazon WorkSpaces and VMware provides Horizon, both of which compete with these offerings among numerous other competitors. Also, there continues to be an increase in the number of alternatives to Windows operating system powered desktops, in particular mobile devices such as smartphones and tablets. Users may increasingly turn to these devices to perform functions that would have been traditionally performed on desktops and laptops, which in turn may reduce the market for our Application Virtualization and VDI solutions. Further, increased use of certain SaaS applications may 16 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Cyan 2 ] 2 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 result in customers relying less on Windows applications. If sales of our Application Virtualization and VDI solutions decline as a result of these or other factors, our revenue would decrease and our results of operations and financial condition would be adversely affected. Similarly, we have experienced increased competition for our Networking products, including our core Netscaler ADC solution. For example, there are an increasing number of alternatives to traditional ADC solutions, enabling our customers to build internal solutions, rely on open source technology or leverage cloud-based offerings. In addition, our Networking business generates a substantial portion of its revenues from a limited number of customers. As a result, if our Networking business loses certain customers or one or more such customers significantly decreases its orders, our business, results of operations and financial condition could be adversely affected. Recent changes in our support offerings could adversely impact our business. We recently redefined our support offerings with the introduction of Citrix Customer Success Services and our customers are migrating to this new service offering. While this offering provides greater benefits to our customers, it results in a price increase. If customers do not adopt Customer Success Services, we may be unable to recoup or realize a reasonable return on our investment in this new service, which could adversely affect our business, results of operations and financial condition. In order to be successful, we must attract, engage, retain and integrate key employees and have adequate succession plans in place, and failure to do so could have an adverse effect on our ability to manage our business. Our success depends, in large part, on our ability to attract, engage, retain, and integrate qualified executives and other key employees throughout all areas of our business. Identifying, developing internally or hiring externally, training and retaining highly-skilled managerial, technical, sales and services, finance and marketing personnel are critical to our future, and competition for experienced employees can be intense. In order to attract and retain executives and other key employees in a competitive marketplace, we must provide a competitive compensation package, including cash- and equity-based compensation. If we do not obtain the stockholder approval needed to continue granting equity compensation in a competitive manner, our ability to attract, retain, and motivate executives and key employees could be weakened. Failure to successfully hire executives and key employees or the loss of any executives and key employees could have a significant impact on our operations. Competition for qualified personnel in our industry is intense because of the limited number of people available with the necessary technical skills and understanding of solutions in our industry. The loss of services of any key personnel, the inability to retain and attract qualified personnel in the future or delays in hiring may harm our business and results of operations. Effective succession planning is also important to our long-term success. We recently experienced significant changes in our senior management team, including the appointment of David J. Henshall as our President and Chief Executive Officer in July 2017 and Mark Ferrer as our Executive Vice President and Chief Revenue Officer in October 2017. Further, we recently announced the appointment of Andrew Del Matto as our Executive Vice President and Chief Financial Officer, effective February 19, 2018. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution. Further, changes in our management team may be disruptive to our business, and any failure to successfully integrate key new hires or promoted employees could adversely affect our business and results of operations. Industry volatility and consolidation may result in increased competition. The industry has been volatile and there has been a trend toward industry consolidation in our markets for several years. We expect this trend to continue, especially in light of the increased availability of domestic cash resulting from the Tax Cuts and Jobs Act. In addition, we expect companies will attempt to strengthen or hold their market positions in an evolving and volatile industry. For example, some of our competitors have made acquisitions or entered into partnerships or other strategic relationships to offer a more comprehensive solution than they had previously offered. Further, some companies are making plans or may be under pressure by stockholders to divest businesses and such divestitures may result in stronger 17 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Cyan competition. Additionally, as IT companies attempt to strengthen or maintain their market positions in the evolving workspace services, networking and data sharing markets, these companies continue to seek to deliver comprehensive IT solutions to end users and combine enterprise-level hardware and software solutions that may compete with our Workspace Services and Networking and Content Collaboration solutions. These consolidators or potential consolidators may have significantly greater financial, technical and other resources and brand loyalty than we do, and may be better positioned to acquire and offer complementary solutions and services. The companies resulting from these possible combinations may create more compelling product and service offerings and be able to offer greater pricing flexibility or sales and marketing support for such offerings than we can. These heightened competitive pressures could result in a loss of customers or a reduction in our revenues or revenue growth rates, all of which could adversely affect our business, results of operations and financial condition. Actual or perceived security vulnerabilities in our solutions and services or cyberattacks on our networks could have a material adverse impact on our business, results of operations and financial condition. Use of our solutions and services may involve the transmission and/or storage of data, including in certain instances customers’ business, financial and personally identifiable information. Thus, maintaining the security of our solutions, computer networks and data storage resources is important as security breaches could result in product or service vulnerabilities and loss of and/or unauthorized access to confidential information. We devote significant resources to addressing security vulnerabilities in our solutions and services through our efforts to engineer more secure solutions and services, enhance security and reliability features in our solutions and services, deploy security updates to address security vulnerabilities and seek to respond to known security incidents in sufficient time to minimize any potential adverse impact. Despite our efforts to build secure solutions, from time to time, we experience attacks and other cyber-threats. These attacks can seek to exploit, among other things, known or unknown vulnerabilities in technology included in our solutions and services. For example, in January 2018, vulnerabilities in certain microprocessors were publicly announced under the names Spectre and Meltdown. These vulnerabilities, despite our mitigation efforts, could render our internal systems, solutions and services susceptible to a cyberattack. As we discover vulnerabilities in our solutions or underlying technology, our operations and our customers could be exposed to risk until such vulnerabilities are addressed. In addition, to the extent we are diverting our resources to address and mitigate these vulnerabilities, it may hinder our ability to deliver and support our solutions and customers in a timely manner. As a more general matter, unauthorized parties may attempt to misappropriate or compromise our confidential information or that of third parties, create system disruptions, product or service vulnerabilities or cause shutdowns. These perpetrators of cyberattacks also may be able to develop and deploy viruses, worms, malware and other malicious software programs that directly or indirectly, for example, through a vendor or other third-party, attack our solutions, services or networks, or otherwise exploit any security vulnerabilities of our solutions, services and networks. Because techniques used by these perpetrators to sabotage or obtain unauthorized access to our systems change frequently and generally are not recognized until long after being launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. We can make no assurance that we will be able to detect, prevent, timely and adequately address, or mitigate the negative effects of cyberattacks or other security breaches. A breach of our security measures as a result of third-party action, malware, employee error, malfeasance or otherwise could result in (among other consequences): • • • interruption in the delivery of our cloud services; negative publicity and harm to our reputation or brand, which could lead some customers to seek to cancel subscriptions, stop using certain of our solutions or services, reduce or delay future purchases of our solutions or services, or use competing solutions or services; 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; 18 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Cyan • • regulatory enforcement action under the General Data Protection Regulation or other legal authority, which could result in significant fines and/or penalties or other sanctions and which would cause us to incur legal fees and costs; and/or 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. Any of these actions could materially adversely impact our business, results of operations and financial condition. Regulation of privacy and data security may adversely affect sales of our solutions and result in increased compliance costs. We believe increased regulation is likely with respect to the solicitation, collection, processing or use of personal, financial and consumer information as regulatory authorities around the world are considering a number of legislative and regulatory proposals concerning data protection, privacy and data security. This includes the Global Data Protection Regulation, or GDPR, a new European Union-wide legal framework to govern data collection, use and sharing and related consumer privacy rights, which is expected to take effect in 2018. The GDPR includes significant penalties for non-compliance. In addition, the interpretation and application of consumer and data protection laws and industry standards in the United States, Europe and elsewhere are often uncertain and in flux. The application of existing laws to cloud-based solutions is particularly uncertain and cloud-based solutions may be subject to further regulation, the impact of which cannot be fully understood at this time. Moreover, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data and privacy practices. For example, although the GDPR will apply across the European Union without a need for local implementing legislation, local data protection authorities will still have the ability to interpret the GDPR through so-called opening clauses, which permit region-specific data protection legislation and have the potential to create inconsistencies on a country-by-country basis. In addition to the possibility of fines, application of these laws in a manner inconsistent with our data and privacy practices could result in an order requiring that we change our data and privacy practices, which could have an adverse effect on our business and results of operations. Complying with these various laws could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. Also, any new regulation, or interpretation of existing regulation, imposing greater fees or taxes or restricting information exchange over the Web, could result in a decline in the use and adversely affect sales of our solutions and our results of operations. Finally, as a technology vendor, our customers will expect that we can demonstrate compliance with current data privacy and security regulation, and our inability to do so may adversely impact sales of our solutions and services to certain customers, particularly customers in highly-regulated industries. Our solutions could contain errors that could delay the release of new products or that may not be detected until after our products are shipped. Despite significant testing by us and by current and potential customers, our products, especially new products or releases or acquired products, could contain errors. In some cases, these errors may not be discovered until after commercial shipments have been made. Errors in our products could delay the development or release of new products and could adversely affect market acceptance of our products. Additionally, our products depend on third-party products, which could contain defects and could reduce the performance of our products or render them useless. Because our products are often used in mission-critical applications, errors in our products or the products of third parties upon which our products rely could give rise to warranty or other claims by our customers, which may have a material adverse effect on our business, financial condition and results of operations. 19  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Cyan Certain of our offerings have sales cycles which are long and/or unpredictable which could cause significant variability and unpredictability in our revenue and operating results for any particular period. Generally, a substantial portion of our large and medium-sized customers implement our Workspace Services solutions on a departmental or enterprise-wide basis. We have a long sales cycle for these departmental or enterprise-wide sales because: • • • • 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; our service personnel typically spend a significant amount of time assisting potential customers in their testing and evaluation of our solutions and services; 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 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. Our long sales cycle for these solutions makes it difficult to predict when these sales will occur, and we may not be able to sustain these sales on a predictable basis. In addition, the long sales cycle for these solutions makes it difficult to predict the quarter in which sales will occur. Delays in sales could cause significant variability in our revenue and operating results for any particular period, and large projects with significant IT components may fail to meet our customers’ business requirements or be canceled before delivery, which likewise could adversely affect our revenue and operating results for any particular period. Overall, the timing of our revenue is difficult to predict. Our quarterly sales have historically reflected an uneven pattern in which a disproportionate percentage of a quarter’s total sales occur in the last month, weeks and days of each quarter. In addition, our business is subject to seasonal fluctuations and such fluctuations are generally most significant in our fourth fiscal quarter, which we believe is due to the impact on revenue from the availability (or lack thereof) in our customers’ fiscal year budgets and an increase in expenses resulting from amounts paid pursuant to our sales compensation plans as performance milestones are often triggered in the fourth quarter. We believe that these seasonal factors are common within our industry. In addition, our European operations generally generate lower revenues in the summer months because of the generally reduced economic activity in Europe during the summer. Our success depends on our ability to attract and retain and further access large enterprise customers. We must retain and continue to expand our ability to reach and access large enterprise customers by adding effective value-added distributors, or VADs, system integrators, or SIs, and other partners, as well as expanding our direct sales teams and consulting services. Our inability to attract and retain large enterprise customers could have a material adverse effect on our business, results of operations and financial condition. Large enterprise customers usually request special pricing and purchase of multiple years of subscription and maintenance up-front and generally have longer sales cycles. By allowing these customers to purchase multiple years of subscription or maintenance up-front and by granting special pricing, such as bundled pricing or discounts, to these large customers, we may have to defer recognition of some or all of the revenue from such sales. This deferral, compounded with the longer sales cycles, could reduce our revenues and operating profits for a given reporting period and make revenues difficult to predict. Changes to our licensing or subscription renewal programs, or bundling of our solutions, could negatively impact the timing of our recognition of revenue. We continually re-evaluate our licensing programs and subscription renewal programs, including specific license models, delivery methods, and terms and conditions, to market our current and future solutions and services. We could implement new licensing programs and subscription renewal programs, including promotional trade-up programs or offering specified enhancements to our current and future product and service lines. Such changes could result in deferring revenue recognition until the specified enhancement is delivered or at the end of the contract term as opposed to upon the initial shipment or licensing of our software product. We could implement different licensing models in certain circumstances, 20  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Cyan for which we would recognize licensing fees over a longer period, including offering additional solutions in a SaaS model. Changes to our licensing programs and subscription renewal programs, including the timing of the release of enhancements, upgrades, maintenance releases, the term of the contract, discounts, promotions, auto-renewals and other factors, could impact the timing of the recognition of revenue for our solutions, related enhancements and services and could adversely affect our operating results and financial condition. Further, we may be required to defer the recognition of revenue that we receive from the sale of certain bundled solutions if we have not established vendor specific objective evidence, or VSOE, for the undelivered elements in the arrangement in accordance with generally accepted accounting principles in the United States, or GAAP. A delay in the recognition of revenue from sales of these bundled solutions may cause fluctuations in our quarterly financial results and may adversely affect our operating margins. Similarly, companies that we acquire may operate with different cost and margin structures, which could further cause fluctuations in our operating results and adversely affect our operating margins. Moreover, if our quarterly financial results or our predictions of future financial results fail to meet the expectations of securities analysts and investors, our stock price could be negatively affected. Sales and renewals of our license updates and maintenance solutions constitute a large portion of our deferred revenue. We anticipate that sales and renewals of our license updates and maintenance solutions will continue to constitute a substantial portion of our deferred revenue. Our ability to continue to generate both recognized and deferred revenue from our license updates and maintenance solutions will depend on our customers continuing to perceive value in automatic delivery of our software upgrades and enhancements. Further, our customers are migrating to our new maintenance service offering, Citrix Customer Success Services. While this offering provides greater benefits to our customers, it results in a price increase. We may experience a decrease in renewal rate due to the price increase and perceived value of Customer Success Services offerings. Additionally, a decrease in demand for our license updates and maintenance solutions could occur as a result of a decrease in demand for our Workspace Services, Networking and Content Collaboration solutions. If our customers do not continue to purchase our license updates and maintenance solutions, our deferred revenue would decrease significantly and our results of operations and financial condition would be adversely affected. We recently implemented a restructuring program, which we cannot guarantee will achieve its intended result. We recently implemented a restructuring program, which we cannot guarantee will achieve its intended result. In October 2017, we announced the implementation of a restructuring program designed to increase our strategic focus and operational efficiency. It is anticipated that the aggregate total pre-tax restructuring charges for this program, which primarily relate to employee severance arrangements and consolidation of leased facilities, will be in the range of $60.0 million to $100.0 million. We cannot guarantee that we will achieve or sustain the targeted benefits under this restructuring program, or that the benefits, even if achieved, will be adequate to meet our long-term profitability expectations. Risks associated with this restructuring program also include additional unexpected costs, adverse effects on employee morale and the failure to meet operational and growth targets due to the loss of employees or outsourcing of roles, any of which may impair our ability to achieve anticipated results of operations or otherwise harm our business. Adverse changes in general global economic conditions could adversely affect our operating results. As a globally operated company, we are subject to the risks arising from adverse changes in global economic and market conditions. Economic uncertainty and volatility in our significant geographic locations may adversely affect sales of our solutions and services and may result in longer sales cycles, slower adoption of technologies and increased price competition. For example, if the U.S. or the European Union countries were to experience an economic downturn, these adverse economic conditions could contribute to a decline in our customers’ spending on our solutions and services. Additionally, in response to economic uncertainty, we expect that many governmental organizations that are current or prospective customers for our solutions and services would cutback spending significantly, which would reduce the 21 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Cyan amount of government spending on IT and demand for our solutions and services from government organizations. Adverse economic conditions also may negatively impact our ability to obtain payment for outstanding debts owed to us by our customers or other parties with whom we do business. Our international presence subjects us to additional risks that could harm our business. We conduct significant sales and customer support, development and engineering operations in countries outside of the United States. During the year ended December 31, 2017, we derived 46.3% of our revenues from sales outside the United States. Potential growth and profitability could require us to further expand our international operations. To successfully maintain and expand international sales, we may need to establish additional foreign operations, hire additional personnel and recruit additional international resellers. Our international operations are subject to a variety of risks, which could adversely affect the results of our international operations. These risks include: • • • • • • • • • • • • compliance with foreign regulatory and market requirements; 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”); changing restrictions imposed by regulatory requirements, tariffs or other trade barriers or by U.S. export laws; regional data privacy laws that apply to the transmission of our customers’ data across international borders; health or similar issues such as pandemic or epidemic; difficulties in staffing and managing international operations; longer accounts receivable payment cycles; potentially adverse tax consequences; difficulties in enforcing and protecting intellectual property rights; compliance with the Foreign Corrupt Practices Act, including potential violations by acts of agents or other intermediaries; burdens of complying with a wide variety of foreign laws; and 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. Our success depends, in part, on our ability to anticipate and address these risks. We cannot guarantee that these or other factors will not adversely affect our business or results of operations. We rely on indirect distribution channels and major distributors that we do not control. We rely significantly on independent distributors and resellers to market and distribute our solutions and services. Our distributors generally sell through resellers. Our distributor and reseller base is relatively concentrated. We maintain and periodically revise our sales incentive programs for our independent distributors and resellers, and such program revisions may adversely impact our results of operations. Changes to our sales incentive programs can result from a number of factors, including our transition to a subscription-based business model. Our competitors may in some cases be effective in providing incentives to current or potential distributors and resellers to favor their products or to prevent or reduce sales of our solutions. The loss of or reduction in sales to our distributors or resellers could materially reduce our revenues. Further, we could maintain individually significant accounts receivable balances with certain distributors. The financial condition of our distributors could deteriorate and distributors could significantly delay or default on their payment obligations. Any significant delays, defaults or terminations could have a material adverse effect on our business, results of operations and financial condition. 22 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Cyan We are in the process of diversifying our base of channel relationships by adding and training more channel partners with abilities to reach larger enterprise customers and additional mid-market customers and to sell our newer solutions and services. We are also in the process of building relationships with new types of channel partners, such as systems integrators and service providers. In addition to this diversification of our partner base, we will need to maintain a healthy mix of channel members who service smaller customers. We may need to add and remove distribution partners to maintain customer satisfaction, support a steady adoption rate of our solutions, and align with our transition to a subscription-based business model, which could increase our operating expenses and adversely impact our go-to-market effectiveness. Through our Citrix Partner Network and other programs, we are currently investing, and intend to continue to invest, significant resources to develop these channels, which could adversely impact our results of operations if such channels do not result in increased revenues. Our Networking business could suffer if there are any interruptions or delays in the supply of hardware or hardware components from our third-party sources. We rely on a concentrated number of third-party suppliers, who provide hardware or hardware components for our Networking products, and contract manufacturers. If we are required to change suppliers, there could be a delay in the supply of our hardware or hardware components and our ability to meet the demands of our customers could be adversely affected, which could cause the loss of Networking sales and existing or potential customers and delayed revenue recognition and adversely affect our results of operations. While we have not, to date, experienced any material difficulties or delays in the manufacture and assembly of our Networking products, our suppliers may encounter problems during manufacturing due to a variety of reasons, including failure to follow specific protocols and procedures, failure to comply with applicable regulations, or the need to implement costly or time-consuming protocols to comply with applicable regulations (including regulations related to conflict minerals), equipment malfunction, natural disasters and environmental factors, any of which could delay or impede their ability to meet our demand. We are exposed to fluctuations in foreign currency exchange rates, which could adversely affect our future operating results. Our results of operations are subject to fluctuations in exchange rates, which could adversely affect our future revenue and overall operating results. In order to minimize volatility in earnings associated with fluctuations in the value of foreign currency relative to the U.S. dollar, we use financial instruments to hedge our exposure to foreign currencies as we deem appropriate for a portion of our expenses, which are denominated in the local currency of our foreign subsidiaries. We generally initiate our hedging of currency exchange risks one year in advance of anticipated foreign currency expenses for those currencies to which we have the greatest exposure. When the dollar is weak, foreign currency denominated expenses will be higher, and these higher expenses will be partially offset by the gains realized from our hedging contracts. If the dollar is strong, foreign currency denominated expenses will be lower. These lower expenses will in turn be partially offset by the losses incurred from our hedging contracts. There is a risk that there will be fluctuations in foreign currency exchange rates beyond the one year timeframe for which we hedge our risk and there is no guarantee that we will accurately forecast the expenses we are hedging. Further, a substantial portion of our overseas assets and liabilities are denominated in local currencies. To protect against fluctuations in earnings caused by changes in currency exchange rates when remeasuring our balance sheet, we utilize foreign exchange forward contracts to hedge our exposure to this potential volatility. There is no assurance that our hedging strategies will be effective. In addition, as a result of entering into these contracts with counterparties who are unrelated to us, the risk of a counterparty default exists in fulfilling the hedge contract. Should there be a counterparty default, we could be unable to recover anticipated net gains from the transactions. RISKS RELATED TO ACQUISITIONS, STRATEGIC RELATIONSHIPS AND DIVESTITURES Acquisitions and divestitures present many risks, and we may not realize the financial and strategic goals we anticipate. In recent years, we have addressed the development of new solutions and services and enhancements to existing solutions and services through acquisitions of other companies, product lines and/or technologies. However, acquisitions, including those of high-technology companies, are inherently risky. We cannot 23 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Cyan 2 ] 2 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 provide any assurance that any of our acquisitions or future acquisitions will be successful in helping us reach our financial and strategic goals. The risks we commonly encounter in undertaking, managing and integrating acquisitions are: • • • • • • • • • • • • • an uncertain revenue and earnings stream from the acquired company, which could dilute our earnings; difficulties and delays integrating the personnel, operations, technologies, solutions and systems of the acquired companies; undetected errors or unauthorized use of a third-party’s code in solutions of the acquired companies; our ongoing business may be disrupted and our management’s attention may be diverted by acquisition, transition or integration activities; challenges with implementing adequate and appropriate controls, procedures and policies in the acquired business; difficulties managing or integrating an acquired company’s technologies or lines of business; potential difficulties in completing projects associated with purchased in-process research and development; 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; the potential loss of key employees of the acquired company; potential difficulties integrating the acquired solutions and services into our sales channel; 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; being subject to unfavorable revenue recognition or other accounting treatment as a result of an acquired company’s practices; and intellectual property claims or disputes. Our failure to successfully integrate acquired companies due to these or other factors could have a material adverse effect on our business, results of operations and financial condition. Any future divestitures we make may also involve risks and uncertainties. Any such divestitures could result in disruption to other parts of our business, potential loss of employees or customers, exposure to unanticipated liabilities or result in ongoing obligations and liabilities to us following any such divestiture. For example, in connection with a divestiture, we may enter into transition services agreements or other strategic relationships, including long-term services arrangements, or agree to provide certain indemnities to the purchaser in any such transaction, which may result in additional expense. Further, if we do not realize the expected benefits or synergies of such transactions, our operating results and financial conditions could be adversely affected. If we determine that any of our goodwill or intangible assets, including technology purchased in acquisitions, are impaired, we would be required to take a charge to earnings, which could have a material adverse effect on our results of operations. We have a significant amount of goodwill and other intangible assets, such as product related intangible assets, from our acquisitions. We do not amortize goodwill and intangible assets that are deemed to have indefinite lives. However, we do amortize certain product related technologies, trademarks, patents and other intangibles and we periodically evaluate them for impairment. We review goodwill for impairment annually, or sooner if events or changes in circumstances indicate that the carrying amount could exceed fair value, at the reporting unit level, which for us also represents our operating segments. Significant judgments are required to estimate the fair value of our goodwill and intangible assets, including estimating 24 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 2 ] 2 future cash flows, determining appropriate discount rates, estimating the applicable tax rates, foreign exchange rates and interest rates, projecting the future industry trends and market conditions, and making other assumptions. Although we believe the assumptions, judgments and estimates we have made have been reasonable and appropriate, different assumptions, judgments and estimates, materially affect our results of operations. Changes in these estimates and assumptions, including changes in our reporting structure, could materially affect our determinations of fair value. In addition, due to uncertain market conditions and potential changes in our strategy and product portfolio, it is possible that the forecasts we use to support our goodwill and other intangible assets could change in the future, which could result in non-cash charges that would adversely affect our results of operations and financial condition. Also, we may make divestitures of businesses in the future. If we determine that any of the intangible assets associated with our acquisitions is impaired or goodwill is impaired, then we would be required to reduce the value of those assets or to write them off completely by taking a charge to current earnings. If we are required to write down or write off all or a portion of those assets, or if financial analysts or investors believe we may need to take such action in the future, our stock price and operating results could be materially and adversely affected. Our inability to maintain or develop our strategic and technology relationships could adversely affect our business. We have several strategic and technology relationships with large and complex organizations, such as Microsoft, and other companies with which we work to offer complementary solutions and services. We depend on the companies with which we have strategic relationships to successfully test our solutions, to incorporate our technology into their products and to market and sell those solutions. There can be no assurance we will realize the expected benefits from these strategic relationships or that they will continue in the future. If successful, these relationships may be mutually beneficial and result in industry growth. However, such relationships carry an element of risk because, in most cases, we must compete in some business areas with a company with which we have a strategic relationship and, at the same time, cooperate with that company in other business areas. Also, if these companies fail to perform or if these relationships fail to materialize as expected, we could suffer delays in product development, reduced sales or other operational difficulties and our business, results of operations and financial condition could be materially adversely affected. The separation of our GoTo Business and the subsequent merger of GetGo, Inc. could result in substantial tax liability. In January 2017, we closed the divestiture of the GoTo Business via a “Reverse Morris Trust” transaction pursuant to which a wholly-owned subsidiary of LogMeIn, Inc. merged with and into GetGo, Inc., with GetGo surviving the merger and becoming a wholly-owned subsidiary of LogMeIn, Inc. The Reverse Morris Trust transaction was structured to qualify as tax-free to Citrix and its shareholders. We obtained an opinion of outside counsel that, for U.S. federal income tax purposes, the separation of the GoTo Business qualified, for both the company and our stockholders, as tax-free, and the subsequent merger of GetGo with a wholly-owned subsidiary of LogMeIn would not render the separation of the GoTo Business taxable to Citrix and its shareholders. The opinion of outside counsel was based, among other things, on various factual assumptions we have authorized and representations we, GetGo and LogMeIn have made to outside counsel. If any of these assumptions or representations are, or become, inaccurate or incomplete, reliance on the opinion may be affected. An opinion of outside counsel represents their legal judgment but is not binding on the Internal Revenue Service, or IRS, or any court. Accordingly, there can be no assurance that the IRS will not challenge the conclusions reflected in the opinions or that a court would not sustain such a challenge. If the separation or certain internal transactions undertaken in anticipation of the separation are determined to be taxable for U.S. federal income tax purposes, we and/or our stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities. 25 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine RISKS RELATED TO INTELLECTUAL PROPERTY AND BRAND RECOGNITION Our efforts to protect our intellectual property may not be successful, which could materially and adversely affect our business. We rely primarily on a combination of copyright, trademark, patent and trade secret laws, confidentiality procedures and contractual provisions to protect our source code, innovations and other intellectual property, all of which offer only limited protection. The loss of any material trade secret, trademark, tradename, patent or copyright could have a material adverse effect on our business. Despite our precautions, it could be possible for unauthorized third parties to infringe our intellectual property rights or misappropriate, copy, disclose or reverse engineer our proprietary information, including certain portions of our solutions or to otherwise obtain and use our proprietary source code. We may seek to protect our intellectual property through offensive litigation, which may be costly, trigger counter suits and may be unsuccessful. In addition, our ability to monitor and control such misappropriation or infringement is uncertain, particularly in countries outside of the United States. If we cannot protect our intellectual property from infringement and our proprietary source code against unauthorized copying, disclosure or use, loss of our market share could result, including as a result of unauthorized third parties’ development of solutions and technologies similar to or better than ours. The scope of our patent protection may be affected by changes in legal precedent and patent office interpretation of these precedents. Further, any patents owned by us could be invalidated, circumvented or challenged. Any of our pending or future patent applications, whether or not being currently challenged, may not be issued with the scope of protection we seek, if at all; and if issued, may not provide any meaningful protection or competitive advantage. Our ability to protect our proprietary rights could be affected by differences in international law and the enforceability of licenses. The laws of some foreign countries do not protect our intellectual property to the same extent as do the laws of the United States and Canada. For example, we derive a significant portion of our sales from licensing our solutions under “click-to-accept” license agreements that are not signed by licensees and through electronic enterprise customer licensing arrangements that are delivered electronically, all of which could be unenforceable under the laws of many foreign jurisdictions in which we license our solutions. Moreover, with respect to the various confidentiality, license or other agreements we utilize with third parties related to their use of our solutions and technologies, there is no guarantee that such parties will abide by the terms of such agreements. Our solutions and services, including solutions obtained through acquisitions, could infringe third-party intellectual property rights, which could result in material litigation costs. We are routinely subject to patent infringement claims and may in the future be subject to an increased number of claims, including claims alleging the unauthorized use of a third-party’s code in our solutions. This may occur for a variety of reasons, including: • • • • • the expansion of our product lines through product development and acquisitions; the volume of patent infringement litigation commenced by non-practicing entities; an increase in the number of competitors in our industry segments and the resulting increase in the number of related solutions and services and the overlap in the functionality of those solutions and services; 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 solutions, or to otherwise block us from taking full advantage of our markets; our solutions 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 solutions or services and we may not be able to obtain or continue to obtain licenses from these third parties on reasonable terms; and 26 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Cyan • the unauthorized or improperly licensed use of third-party code in our solutions. Further, responding to any infringement claim, regardless of its validity or merit, could result in costly litigation. Further, intellectual property litigation could compel us to do one or more of the following: • • • • pay damages (including the potential for treble damages), license fees or royalties (including royalties for past periods) to the party claiming infringement; cease selling solutions or services that use the challenged intellectual property; 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 redesign the challenged technology, which could be time consuming and costly, or not be accomplished. If we were compelled to take any of these actions, our business, results of operations or financial condition may be adversely impacted. Our use of “open source” software could negatively impact our ability to sell our solutions and subject us to possible litigation. The solutions or technologies acquired, licensed or developed by us may incorporate so-called “open source” software, and we may incorporate open source software into other solutions in the future. Such open source software is generally licensed by its authors or other third parties under open source licenses, including, for example, the GNU General Public License, the GNU Lesser General Public License, “Apache-style” licenses, “Berkeley Software Distribution,” “BSD-style” licenses, and other open source licenses. Even though we attempt to monitor our use of open source software in an effort to avoid subjecting our solutions to conditions we do not intend, it is possible that not all instances of our open source code usage are properly reviewed. Further, although we believe that we have complied with our obligations under the various applicable licenses for open source software that we use such that we have not triggered any of these conditions, there is little or no legal precedent governing the interpretation or enforcement of many of the terms of these types of licenses. If an author or other third party that distributes open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations. If our defenses were not successful, we could be subject to significant damages, enjoined from the distribution of our solutions that contained open source software, and required to comply with the terms of the applicable license, which could disrupt the distribution and sale of some of our solutions. In addition, if we combine our proprietary software with open source software in an unintended manner, under some open source licenses we could be required to publicly release the source code of our proprietary software, offer our solutions that use the open source software for no cost, make available source code for modifications or derivative works we create based upon incorporating or using the open source software, and/or license such modifications or derivative works under the terms of the particular open source license. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide technology support, maintenance, warranties or assurance of title or controls on the origin of the software. If we lose access to third-party licenses, releases of our solutions could be delayed. We believe that we will continue to rely, in part, on third-party licenses to enhance and differentiate our solutions. Third-party licensing arrangements are subject to a number of risks and uncertainties, including: • • • • undetected errors or unauthorized use of another person’s code in the third party’s software; disagreement over the scope of the license and other key terms, such as royalties payable and indemnification protection; infringement actions brought by third-parties; that third parties will create solutions that directly compete with our solutions; and 27 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine • termination or expiration of the license. If we lose or are unable to maintain any of these third-party licenses or are required to modify software obtained under third-party licenses, it could delay the release of our solutions. Any delays could have a material adverse effect on our business, results of operations and financial condition. Our business depends on maintaining and protecting the strength of our collection of brands. The Citrix product and service brands that we have developed have significantly contributed to the success of our business. Maintaining and enhancing the Citrix product and service brands is critical to expanding our base of customers and partners. We may be subject to reputational risks and our brand loyalty may decline if others adopt the same or confusingly similar marks in an effort to misappropriate and profit on our brand name and do not provide the same level of quality as is delivered by our solutions and services. Also, others may rely on false comparative advertising and customers or potential customers could be influenced by false advertising. Additionally, we may be unable to use some of our brands in certain countries or unable to secure trademark rights in certain jurisdictions where we do business. In order to police, maintain, enhance and protect our brands, we may be required to make substantial investments that may not be successful. If we fail to police, maintain, enhance and protect the Citrix brands, if we incur excessive expenses in this effort or if customers or potential customers are confused by others’ trademarks, our business, operating results, and financial condition may be materially and adversely affected. RISKS RELATED TO OUR COMMON STOCK, OUR DEBT AND EXTERNAL FACTORS Servicing our debt will require a significant amount of cash, which could adversely affect our business, financial condition and results of operations. We may not have sufficient cash flow from our business to make payments on our debt, settle conversions of our Convertible Notes or repurchase our Convertible Notes or 2027 Notes upon certain events. We have aggregate indebtedness of approximately $2.13 billion that we have incurred in connection with the issuance of our unsecured senior notes due December 1, 2027, or the 2027 Notes, and our 0.500% Convertible Notes due 2019, or the Convertible Notes, and under our Credit Agreement, and we may incur additional indebtedness in the future. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, depends on our future performance, which is subject to general economic, financial, competitive and other factors beyond our control. Our business may not generate cash flow from operations in the future sufficient to service our debt and to make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, reducing capital expenditures, restructuring debt or obtaining additional equity or debt financing on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to sell assets, restructure our indebtedness or obtain additional equity or debt financing on terms that are acceptable to us or at all, which could result in a default on our debt obligations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” and Note 13 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 for information regarding our 2027 Notes, our Convertible Notes and our Credit Facility. In addition, holders of our Convertible Notes have the right to require us to repurchase their Convertible Notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. If a change in control repurchase event occurs with respect to the 2027 Notes, we will be required, subject to certain exceptions, to offer to repurchase the 2027 Notes at a repurchase price equal to 101% of the principal amount of the 2027 Notes repurchased, plus accrued and unpaid interest, if any. Further, upon conversion of the Convertible Notes, we will be required to make cash payments for each $1,000 in principal amount of Convertible Notes converted of at least the lesser of $1,000 and the sum of the daily conversion values thereunder. In such events, we may not have enough available cash or be able to obtain financing to repurchase the Convertible Notes or 2027 Notes or make cash payments upon conversion of the Convertible Notes. In addition, our ability to repurchase the Convertible Notes or 2027 28 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Cyan ] 32 Page Notes or to pay cash upon conversion of the Convertible Notes may be limited by law, by regulatory authority or by agreements governing our other indebtedness. Further, we are required to comply with the covenants set forth in the indenture governing the Convertible Notes, the indenture governing the 2027 Notes and the Credit Agreement. In particular, the Credit Agreement requires us to maintain certain leverage and interest ratios and contains various affirmative and negative covenants, including covenants that limit or restrict our ability to grant liens, merge or consolidate, dispose of all or substantially all of our assets, change our business or incur subsidiary indebtedness. The indenture governing our 2027 Notes contains covenants limiting our ability and the ability of our subsidiaries to create certain liens, enter into certain sale and leaseback transactions, and consolidate or merge with, or sell, assign, convey, lease, transfer or otherwise dispose of all or substantially all of our assets, taken as a whole, to, another person. If we fail to comply with these covenants or any other provision of the agreements governing our indebtedness and do not obtain a waiver from the lenders or noteholders, then, subject to applicable cure periods, our outstanding indebtedness may be declared immediately due and payable. Additionally, a default under an indenture or the Credit Agreement could lead to a default under the other agreements governing our current and any future indebtedness. If the repayment of the related indebtedness were to be accelerated, we may not have enough available cash or be able to obtain financing to repay the indebtedness. Our indebtedness, combined with our other financial obligations and contractual commitments, could have other important consequences. For example, it could: • • • • make us more vulnerable to adverse changes in general U.S. and worldwide economic, industry and competitive conditions and adverse changes in government regulation; limit our flexibility in planning for, or reacting to, changes in our business and our industry; place us at a disadvantage compared to our competitors who have less debt; and limit our ability to borrow additional amounts to fund acquisitions, for working capital and for other general corporate purposes. Any of these factors could materially and adversely affect our business, financial condition and results of operations. In addition, if we incur additional indebtedness, the risks related to our business and our ability to service or repay our indebtedness would increase. Also, changes by any rating agency to our credit rating may negatively impact the value and liquidity of both our debt and equity securities, as well as the potential costs associated with any potential refinancing of our indebtedness. Downgrades in our credit rating could also restrict our ability to obtain additional financing in the future and could affect the terms of any such financing. The conditional conversion feature of our Convertible Notes, if triggered, may adversely affect our financial condition and operating results. In the event the conditional conversion feature of our Convertible Notes is triggered, holders of the Convertible Notes will be entitled to convert the Convertible Notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Notes, we would be required to settle the principal amount in cash and the remaining amount, if any, in shares of our common stock or a combination of cash and shares of our common stock, at our election. Our payment of cash upon settlement of conversion of the Convertible Notes could adversely affect our liquidity. In addition, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction in our net working capital. The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Notes, could have a material effect on our reported financial results. Under FASB Accounting Standards Codification 470-20, Debt with Conversion and Other Options, or ASC 470-20, an entity must separately account for the liability and equity components of the convertible debt instruments (such as the Convertible Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The effect of ASC 470-20 on the 29 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side D Cyan ] 32 Page accounting for the Convertible Notes is that the equity component is required to be included in the additional paid-in capital section of stockholders’ equity on our consolidated balance sheet, and the value of the equity component would be treated as original issue discount for purposes of accounting for the debt component of the Convertible Notes, which will result in non-cash charges to interest expense in our consolidated statement of income. As a result, we will report lower net income in our financial results as reported in accordance with U.S. GAAP because ASC 470-20 will require interest to include both the current period’s amortization of the debt discount and the instrument’s coupon interest, which could adversely affect our reported or future financial results. In addition, under certain circumstances, convertible debt instruments (such as the Convertible Notes) that may be settled entirely or partly in cash are currently accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of the Convertible Notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the Convertible Notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. We cannot be sure that the accounting standards in the future will continue to permit the use of the treasury stock method. If we are unable to use the treasury stock method in accounting for the shares issuable upon conversion of the Convertible Notes, then our diluted earnings per share would be adversely affected. Moreover, the warrants that we issued in connection with the pricing of the Convertible Notes would need to be included in the number of diluted shares reported if our stock price increases above the relevant exercise price on an average basis during the applicable period, which would negatively impact our diluted earnings per share. Our portfolios of liquid securities and strategic investments may lose value or become impaired. Our investment portfolio consists of agency securities, corporate securities, money market funds, municipal securities, government securities and commercial paper. Although we follow an established investment policy and seek to minimize the credit risk associated with investments by investing primarily in investment grade, highly liquid securities and by limiting exposure to any one issuer depending on credit quality, we cannot give assurances that the assets in our investment portfolio will not lose value, become impaired, or suffer from illiquidity. Changes in our tax rates or our exposure to additional income tax liabilities could affect our operating results and financial condition. Our future effective tax rates could be favorably or unfavorably affected by changes in the valuation of our deferred tax assets and liabilities, the geographic mix of our revenue, or by changes in tax laws or their interpretation. Significant judgment is required in determining our worldwide provision for income taxes. In addition, we are subject to the continuous examination of our income tax returns by tax authorities, including the IRS. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance, however, that the outcomes from these continuous examinations will not have an adverse effect on our operating results and financial condition. Additionally, we need to comply with the recently enacted Tax Cuts and Jobs Act of 2017, or the 2017 Tax Act, as well as new, evolving or revised tax laws and regulations globally, and any changes in the application or interpretation of these regulations may have an adverse effect on our business or on our results of operations. The 2017 Tax Act significantly revised the U.S. tax code by, in part but not limited to, reducing the U.S. corporate tax rate from 35% to 21% and imposing a mandatory one-time transition tax on certain un-repatriated earnings of foreign subsidiaries. The SEC staff acknowledged the challenges companies face incorporating the effects of tax reform by their financial reporting deadlines. In response, on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118, or SAB 118, to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete accounting for certain income tax effects of the 2017 Tax Act. As of December 31, 2017, we recorded a provisional income tax charge of $64.8 million for the re-measurement of our U.S. deferred tax assets and liabilities because of the federal corporate maximum tax rate reduction. We also recorded a provisional income tax charge of $364.6 million for the transition tax 30 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine on deemed repatriation of deferred foreign income. The provisional amounts recorded are based on our current interpretation and understanding of the 2017 Tax Act, are judgmental and may change as we receive additional clarification and implementation guidance. We will continue to gather and evaluate the income tax impact of the 2017 Tax Act. Changes to these provisional amounts or any of our other estimates regarding taxes could result in material charges or credits in future reporting periods. There can be no assurance that we will continue to repurchase stock or that we will repurchase stock at favorable prices. From time to time, our Board of Directors authorizes additional share repurchase authority under our ongoing stock repurchase program, including, most recently, a $1.7 billion increase in repurchase authority in November 2017. The amount and timing of stock repurchases are subject to capital availability and our determination that stock repurchases are in the best interest of our stockholders and are in compliance with all respective laws and our agreements applicable to repurchases of stock. Our ability to repurchase stock will depend upon, among other factors, our cash balances and potential future capital requirements for strategic transactions, debt service, capital expenditures, working capital and other general corporate purposes, as well as our results of operations, financial condition and other factors that we may deem relevant. A reduction in, or the completion of, our stock repurchase program could have a negative effect on our stock price. We can provide no assurance that we will repurchase stock at favorable prices, if at all. Our stock price could be volatile, particularly during times of economic uncertainty and volatility in domestic and international stock markets, and you could lose the value of your investment. Our stock price has been volatile and has fluctuated significantly in the past. The trading price of our stock is likely to continue to be volatile and subject to fluctuations in the future. Your investment in our stock could lose some or all of its value. Some of the factors that could significantly affect the market price of our stock include: • • • actual or anticipated variations in operating and financial results; analyst reports or recommendations; rumors, announcements, or press articles regarding our or our competitors’ operations, management, organization, financial condition, or financial statements; and other events or factors, many of which are beyond our control. The stock market in general, The Nasdaq Global Select Market, and the market for software companies and technology companies in particular, have experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to operating performance. These fluctuations may continue in the future and this could materially and adversely affect the market price of our stock, regardless of operating performance. Changes or modifications in financial accounting standards may have a material adverse impact on our reported results of operations or financial condition. A change or modification in accounting policies can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective, including the potential impact of the adoption and implementation of the accounting standard update on revenue recognition issued in May 2014 by the Financial Accounting Standards Board. Under the new standard, we will recognize term license revenues upfront at time of delivery rather than ratably over the related contract period. We expect revenue recognition related to perpetual software, hardware, cloud offerings and professional services to remain substantially unchanged. Additionally, under the new standard, we will capitalize and amortize certain direct costs, such as commissions, over the expected customer life rather than expensing them as incurred. While the adoption of the new standard does not change the cash flows received from our contracts with customers, its adoption could have a material adverse effect on our financial position or results of operations. Refer to Note 18 in the notes to our consolidated financial statements included in this Annual Report on Form 10-K for additional information on the new standard and its potential impact on us. New pronouncements and varying interpretations of existing 31 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side B Cyan 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 2 ] pronouncements have occurred with frequency and may occur in the future. Changes to existing rules, or changes to the interpretations of existing rules, could lead to changes in our accounting practices, and such changes could materially adversely affect our reported financial results or the way we conduct our business. Natural disasters or other unanticipated catastrophes that result in a disruption of our operations could negatively impact our results of operations. Our worldwide operations are dependent on our network infrastructure, internal technology systems and website. Significant portions of our computer equipment, intellectual property resources and personnel, including critical resources dedicated to research and development and administrative support functions are presently located at our corporate headquarters in Fort Lauderdale, Florida, an area of the country that is particularly prone to hurricanes, and at our various locations in California, an area of the country that is particularly prone to earthquakes. We also have operations in various domestic and international locations that expose us to additional diverse risks. The occurrence of natural disasters, such as hurricanes, floods or earthquakes, or other unanticipated catastrophes, such as telecommunications failures, cyber-attacks, fires or terrorist attacks, at any of the locations in which we or our key partners, suppliers and customers do business, could cause interruptions in our operations. For example, hurricanes have passed through southern Florida causing extensive damage to the region. In addition, even in the absence of direct damage to our operations, large disasters, terrorist attacks or other casualty events could have a significant impact on our partners’, suppliers’ and customers’ businesses, which in turn could result in a negative impact on our results of operations. Extensive or multiple disruptions in our operations, or our partners’, suppliers’ or customers’ businesses, due to natural disasters or other unanticipated catastrophes could have a material adverse effect on our results of operations. 2 32 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 2 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 3 ] ITEM 1B. UNRESOLVED STAFF COMMENTS We have received no written comments regarding our periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more preceding the end of our 2017 fiscal year that remain unresolved. ITEM 2. PROPERTIES We lease and sublease office space in the Americas, which is comprised of the United States, Canada and Latin America, EMEA, which is comprised of Europe, the Middle East and Africa, and APJ, which is comprised of Asia-Pacific and Japan. The following table presents the location and square footage of our leased office space as of December 31, 2017: Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EMEA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Square footage 831,809 238,609 616,563 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,686,981 In addition, we own land and buildings in Fort Lauderdale, Florida with approximately 317,000 square feet of office space used for our corporate headquarters and approximately 41,000 square feet of office space in Chalfont St. Peter, United Kingdom. We believe that our existing facilities are adequate for our current needs. As additional space is needed in the future, we believe that suitable space will be available in the required locations on commercially reasonable terms. ITEM 3. LEGAL PROCEEDINGS Due to the nature of our business, we are subject to patent infringement claims, including current suits against us or one or more of our wholly-owned subsidiaries alleging infringement by various Citrix products and services, or the other matters. We believe that we have meritorious defenses to the allegations made in our pending cases and intend to vigorously defend these lawsuits; however, we are unable currently to determine the ultimate outcome of these or similar matters or the potential exposure to loss, if any. In addition, we are a defendant in various litigation matters generally arising out of the normal course of business. Although it is difficult to predict the ultimate outcomes of these cases, we believe that it is not reasonably possible that the ultimate outcomes will materially and adversely affect our business, financial position, results of operations or cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 3 33 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Price Range of Common Stock and Dividend Policy Our common stock is currently traded on The Nasdaq Global Select Market under the symbol CTXS. The following table sets forth the high and low sales prices for our common stock as reported on The Nasdaq Global Select Market for the periods indicated, as adjusted to the nearest cent. High Low Year Ended December 31, 2017: Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $88.98 $77.50 Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $83.00 $73.33 Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $87.95 $77.22 First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $87.99 $70.24 Year Ended December 31, 2016: Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $75.26 $72.89 $73.30 $64.47 $66.26 $63.99 $62.10 $49.61 On February 9, 2018, the last reported sale price of our common stock on The Nasdaq Global Select Market was $85.75 per share. As of February 9, 2018, there were 500 holders of record of our common stock. We currently intend to retain any earnings for use in our business, for investment in acquisitions and to repurchase shares of our common stock. Historically, we have not paid any cash dividends on our capital stock, however, we continuously reassess our capital allocation strategy, and evaluate a variety of options, including share repurchases and dividends, as a means to return capital to our stockholders. Issuer Purchases of Equity Securities Our Board of Directors has authorized an ongoing stock repurchase program with a total repurchase authority granted to us of $8.5 billion, of which $500.0 million was approved in January 2017 and an additional $1.7 billion was approved in November 2017. We may use the approved dollar authority to repurchase stock at any time until the approved amount is exhausted. The objective of the stock repurchase program is to improve stockholders’ returns. At December 31, 2017, approximately $1.43 billion was available to repurchase common stock pursuant to the stock repurchase program. All shares repurchased are recorded as treasury stock. 34 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Cyan The following table shows the monthly activity related to our stock repurchase program for the quarter ended December 31, 2017. Total Number of Shares Purchased(1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate dollar value of Shares that may yet be Purchased under the Plans or Programs (in thousands)(2) October 1, 2017 through October 31, 2017 . . . . . . 19,097 November 1, 2017 through November 30, 2017 . . 7,160,577 December 1, 2017 through December 31, 2017 . . . 56,839 $79.43 $84.12 $88.28 — 7,132,668 — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,236,513 $84.14 7,132,668 $ 329,049 $1,429,049 $1,429,049 $1,429,049 (1) Represents approximately 7.1 million shares from the ASR agreement described below and 103,845 shares withheld from restricted stock units that vested in the fourth quarter of 2017 to satisfy minimum tax withholding obligations that arose on the vesting of restricted stock units. (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. In November 2017, our board of directors authorized us to repurchase up to an additional $1.7 billion of our common stock, for a total repurchase authorization in excess of $2.0 billion, of which we used $750.0 million to purchase shares of our common stock through our Accelerated Share Repurchase (“ASR”) agreement with Citibank (the “ASR Counterparty”). We paid $750.0 million to the ASR Counterparty under the ASR agreement and received approximately 7.1 million shares of our common stock from the ASR Counterparty, which represents 80 percent of the value of the shares to be repurchased pursuant to the ASR Agreement. The total number of shares of common stock that we will repurchase under the ASR Agreement will be based on the average of the daily volume-weighted average prices of our common stock during the term of the ASR Agreement, less a discount. Final settlement of the ASR agreement was completed in January 2018 and we received delivery of an additional 1,371,495 shares of our common stock. See Note 9 to our consolidated financial statements for detailed information on the ASR. In February 2018, we entered into an ASR transaction with Goldman Sachs & Co. LLC (“Dealer”) to pay an aggregate of $750.0 million in exchange for the delivery of approximately 6.5 million shares of our common stock based on current market prices. The purchase price per share under the ASR is subject to adjustment and is expected to equal the volume-weighted average price of our common stock during the term of the ASR, less a discount. The exact number of shares repurchased pursuant to the ASR will be determined based on such purchase price. The ASR transaction is expected to be completed by the end of April 2018. The ASR was entered into pursuant to our existing share repurchase program. After taking into account the additional $750.0 million shares repurchased pursuant to this ASR, we will have approximately $500.0 million of remaining share repurchase authorization available. Securities Authorized for Issuance Under Equity Compensation Plans Information about our equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report on Form 10-K. 35 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ITEM 6. SELECTED FINANCIAL DATA The following selected consolidated financial data is derived from our consolidated financial statements. This data should be read in conjunction with the consolidated financial statements and notes thereto, and with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. 2017 Year Ended December 31, 2015(a) 2014(a) 2016(a) 2013(a) (In thousands, except per share data) Consolidated Statements of Income Data: Net revenues . . . . . . . . . . . . . . . . . . . . . $2,824,686 $2,736,080 $2,646,154 $2,563,064 $2,918,434 Cost of net revenues(b) 502,795 . . . . . . . . . . . . . . 2,415,639 Gross margin . . . . . . . . . . . . . . . . . . . . . Operating expenses(c) 2,034,922 . . . . . . . . . . . . . . . 380,717 Income from operations . . . . . . . . . . . . . 8,194 Interest income . . . . . . . . . . . . . . . . . . . (128) Interest expense . . . . . . . . . . . . . . . . . . . Other income (expense), net . . . . . . . . . . . (893) Income from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . Income tax expense (benefit) . . . . . . . . . . Income from continuing operations . . . . . (Loss) income from discontinued 439,646 2,385,040 1,814,043 570,997 27,808 (51,609) 3,150 404,889 2,331,191 1,771,027 560,164 16,686 (44,949) (4,131) 474,040 2,172,114 1,969,322 202,792 11,675 (44,153) (5,730) 493,706 2,069,358 1,894,438 174,920 9,421 (28,332) (7,694) 164,584 (50,549) 215,133 148,315 (18,904) 167,219 387,890 48,367 339,523 527,770 57,915 469,855 550,346 528,361 21,985 operations, net of income tax expense . . — (42,704) Net (loss) income . . . . . . . . . . . . . . . . . . $ (20,719) $ 536,112 $ 319,361 $ 251,723 $ 339,523 104,228 66,257 84,504 Diluted (loss) earnings per share: Income from continuing operations . . . . (Loss) income from discontinued operations . . . . . . . . . . . . . . . . . . . Diluted net (loss) earnings per share . . . . . $ Weighted average shares 0.14 2.99 1.34 0.98 (0.27) (0.13) $ 0.42 3.41 $ 0.65 1.99 $ 0.49 1.47 $ 1.80 — 1.80 outstanding – diluted . . . . . . . . . . . . . 155,503 157,084 160,362 171,270 188,245 2017 2016 2015 2014 2013(a) December 31, (In thousands) Consolidated Balance Sheet Data(d): Total assets . . . . . . . . . . . . . . . . . . . . . . $5,820,176 $6,390,227 $5,467,517 $5,512,007 $5,212,249 3,319,807 Total equity . . . . . . . . . . . . . . . . . . . . . . 2,173,645 1,973,446 2,608,727 992,461 (a) The selected financial data for fiscal years ending December 31, 2016, 2015 and 2014 has been adjusted to be presented on a continuing operations basis. The selected financial data for fiscal year 2013 has not been so adjusted. Refer to Note 3 Discontinued Operations in our Consolidated Financial Statements for additional information. (b) Cost of net revenues includes amortization and impairment of product related intangible assets of $65.7 million, $55.4 million, $127.3 million, $142.2 million, and $97.9 million in 2017, 2016, 2015, 2014 and 2013, respectively. 36 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Cyan ] 32 Page (c) Operating expenses includes amortization and impairment of other intangible assets of $17.2 million, $15.1 million, $97.5 million, $41.9 million, and $41.7 million in 2017, 2016, 2015, 2014 and 2013, respectively. Operating expenses also include restructuring charges of $72.4 million, $67.4 million, $98.7 million and $14.1 million in 2017, 2016, 2015 and 2014, respectively. No restructuring charges were incurred in 2013. (d) Balance Sheet amounts at December 31, 2017 exclude GoTo Business balances as a result of the separation of the GoTo Business in January 2017. Balance Sheet amounts prior to 2017 include amounts for the GoTo Business. Refer to Note 3 Discontinued Operations in our Consolidated Financial Statements for additional information. 37 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Cyan ] 32 Page ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview Citrix aims to power a world where people, organizations and things are securely connected and accessible to make the extraordinary possible. We help customers reimagine the future of work by providing a comprehensive secure digital workspace that unifies the apps, data and services people need to be productive, and simplifies IT’s ability to adopt and manage complex cloud environments. We market and license our solutions through multiple channels worldwide, including selling through resellers and direct over the Web. Our partner community comprises thousands of value-added resellers, or VARs known as Citrix Solution Advisors, value-added distributors, or VADs, systems integrators, or SIs, independent software vendors, or ISVs, original equipment manufacturers, or OEMs and Citrix Service Providers, or CSPs. We are a Delaware corporation incorporated on April 17, 1989. Executive Summary Our solutions mobilize desktops, apps and data to help our customers drive value. We continue driving innovation in the datacenter with our solutions across both physical and software defined networking platforms while powering some of the world’s largest clouds and giving enterprises the capabilities to combine best-in-class application networking services on a single, consolidated footprint. On January 31, 2017, we completed the spin-off of our GoTo Business (the “Spin-off ”) and subsequent merger of that business with LogMeIn. In connection with the Spin-off, we distributed approximately 26.9 million shares of GetGo common stock to our stockholders of record as of the close of business on January 20, 2017. We delivered the shares of GetGo common stock to our transfer agent, who held such shares for the benefit of our stockholders. Immediately thereafter, Merger Sub was merged with and into GetGo, with GetGo continuing as a wholly owned subsidiary of LogMeIn (the “Merger”). As a result of the Merger, each share of GetGo common stock was converted into the right to receive one share of LogMeIn common stock. As a result of these transactions, our stockholders received approximately 26.9 million shares of LogMeIn common stock in the aggregate, or 0.171844291 of a share of LogMeIn common stock for each share of Citrix common stock held of record by our stockholders as of the close of business on January 20, 2017. No fractional shares of LogMeIn were issued, and our stockholders instead received cash in lieu of any fractional shares. The consolidated financial statements included in this Annual Report on Form 10-K and related financial information reflect the GoTo Business operations, assets and liabilities, and cash flows as discontinued operations for all periods presented. See Note 3 to our consolidated financial statements included in this Annual Report on Form 10-K for further information. The distribution of the shares of GetGo common stock to our stockholders also resulted in an adjustment to the conversion rate for our 0.500% Convertible Notes due 2019 (the “Convertible Notes”) under the terms of the related indenture. As a result of this adjustment, the conversion rate for the Convertible Notes in effect as of the opening of business on February 1, 2017 was 13.9061 shares of our common stock per $1,000 principal amount of Convertible Notes. On July 7, 2017, our Board of Directors appointed David J. Henshall as President and Chief Executive Officer of Citrix, effective as of July 10, 2017. Mr. Henshall succeeded Kirill Tatarinov who stepped down from his roles as President and Chief Executive Officer and director of Citrix on July 7, 2017. Mr. Henshall was also elected to our Board of Directors, effective as of July 10, 2017. In connection with Mr. Henshall’s appointment, Mark M. Coyle, Senior Vice President, Finance, was appointed interim Chief Financial Officer. Further, we recently announced the appointment of Andrew Del Matto as our Executive Vice President and Chief Financial Officer, effective February 19, 2018. In July 2017, our Board also formed an Operations and Capital Committee that has worked with our management team and advises our Board of Directors on opportunities to drive margin expansion and return capital to stockholders. 38 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine On October 4, 2017, we announced a restructuring program to support our initiatives intended to accelerate our transformation to a cloud-based subscription business, increase strategic focus, and improve operational efficiency. The program includes, among other things, the elimination of full-time positions and facilities consolidation. We currently expect to record in the aggregate approximately $60.0 million to $100.0 million in pre-tax restructuring charges associated with this program. Included in these pre-tax charges are approximately $55.0 million to $70.0 million related to employee severance arrangements and approximately $5.0 million to $30.0 million related to the consolidation of leased facilities and other charges associated with the program. On November 13, 2017, we announced that our Board approved an increase of an additional $1.7 billion to our existing share repurchase program. Additionally, on November 15, 2017, we issued $750.0 million of unsecured senior notes due December 1, 2027 (the “2027 Notes”). The net proceeds from this offering were approximately $741.0 million, after deducting the underwriting discount and estimated offering expenses payable by us. Net proceeds from this offering were used to repurchase $750.0 million of shares of our common stock through an ASR program. On February 2, 2018, we entered into an ASR transaction with Goldman Sachs & Co. LLC (“Dealer”) to pay an aggregate of $750.0 million in exchange for the delivery of approximately 6.5 million shares of our common stock based on current market prices. The purchase price per share under the ASR is subject to adjustment and is expected to equal the volume-weighted average price of our common stock during the term of the ASR, less a discount. The exact number of shares repurchased pursuant to the ASR will be determined based on such purchase price. The ASR transaction is expected to be completed by the end of April 2018. The ASR was entered into pursuant to our existing share repurchase program. After taking into account the additional $750.0 million shares repurchased pursuant to this ASR, we will have approximately $500.0 million of remaining share repurchase authorization available. On February 6, 2018, we acquired all of the issued and outstanding securities of Cedexis, Inc. (“Cedexis”) whose solution is a real-time data driven service for dynamically optimizing the flow of traffic across public clouds, data centers that provides a dynamic and reliable way to route and manage Internet performance for customers moving towards hybrid and multi-cloud deployments. The total preliminary cash consideration for this transaction was approximately $66.5 million, net of $6.2 million cash acquired. During the year ended December 31, 2017, we accelerated our innovation in the cloud, with the introduction of new services, features and capabilities in our cloud solution to build out a comprehensive secure digital workspace. We are seeing an increasing shift in the way customers are purchasing our solutions, evolving towards a more subscription-based business model. We expect our transition to a subscription-based business model to provide financial and operational benefits to Citrix, including by increasing customer life-time-value, expanding our customer use-cases and innovation opportunities, and extending the use of Citrix services to securely deliver a broader array of applications, including Web, SaaS apps and services. During the year ended December 31, 2017, we continued to report our revenues in four groupings: (1) product and license; (2) license updates and maintenance; (3) professional services; and (4) software as a service. Beginning in the first quarter of fiscal year 2018, we plan to adjust our groupings for reporting revenue to align with our subscription-based business model transition as follows: (1) product and license revenue from perpetual product offerings; (2) support and services revenue for perpetual product and license offerings; and (3) subscription revenue, which will include revenue from our ratable cloud services offerings and on-premise subscriptions as well as revenue from our CSP offerings. Summary of Results For the year ended December 31, 2017 compared to the year ended December 31, 2016, we delivered the following financial performance: • • • Product and license revenue decreased 2.9% to $857.3 million; Software as a service revenue increased 30.5% to $175.8 million; License updates and maintenance revenue increased 4.6% to $1.7 billion; 39 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Cyan 3 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 3 ] • • • • Professional services revenue increased 0.4% to $131.7 million; Gross margin as a percentage of revenue decreased 0.8% to 84.4%; Operating income increased 1.9% to $571.0 million; and Diluted earnings per share from continuing operations decreased 95.3% to $0.14. The decrease in our Product and licenses revenue was primarily driven by lower overall sales of our Networking products. Our Software as a service revenues increased due to increased sales of our Content Collaboration offerings and our Workspace Services offerings delivered via the cloud. The increase in License updates and maintenance revenue was primarily due to increased sales of software maintenance revenues across our Workspace Services and Networking products, partially offset by a decrease in our Subscription Advantage product, which has reached end of sale, and our technical support as customers continue to migrate to our new software maintenance solutions. Professional services revenue remained consistent when comparing 2017 to 2016. We currently expect total revenue to increase when comparing the first quarter of 2018 to the first quarter of 2017. In addition, when comparing the 2018 fiscal year to the 2017 fiscal year, we currently expect total revenue to increase. Gross margin remained consistent when comparing 2017 to 2016. The increase in operating income when comparing 2017 to 2016 was primarily due to an increase in revenues. The decrease in diluted earnings per share when comparing 2017 to 2016 was primarily due to an increase in tax expense due to charges related to the estimated impact from the enactment of the Tax Cuts and Jobs Act (the “2017 Tax Act”) that was signed on December 22, 2017. 2017 Business Combination On January 3, 2017, we acquired all of the issued and outstanding securities of Unidesk Corporation (“Unidesk” or the “2017 Business Combination”). We acquired Unidesk to enhance our application management and delivery offerings. The total cash consideration for this transaction was $60.4 million, net of $2.7 million of cash acquired. Transaction costs associated with the acquisition were not significant. We have included the effect of the Unidesk acquisition in our results of operations prospectively from the date of acquisition. 2016 Business Combination On September 7, 2016, we acquired all of the issued and outstanding securities of a privately-held company. The acquisition provides a software solution that cuts the cost of desktop and application virtualization and delivers workspace performance by accelerating desktop logon and application response times for any Microsoft Windows-based environment. The total cash consideration for this transaction was approximately $11.5 million, net of $0.8 million cash acquired. Transaction costs associated with the acquisition were not significant. The assets related to this acquisition primarily include $8.2 million of product technology identifiable intangible assets with a four year life and goodwill of $4.7 million. 2016 Asset Acquisition On January 8, 2016, we acquired certain monitoring technology assets from a privately-held company for total cash consideration of $23.6 million. The acquisition provides a monitoring solution for Citrix’s solutions as it relates to Microsoft Windows applications and desktop delivery. The identifiable intangible assets acquired related primarily to product technologies. 2016 Divestiture On February 29, 2016, we sold our CloudPlatform and CloudPortal Business Manager solutions to Persistent Telecom Solutions, Inc. The agreement included contingent consideration in the form of an earnout provision based on revenue for a period of five years following the closing date. Any income associated with the contingent consideration will be recognized if the earnout provisions are met. No earnout provisions were met during the years ended December 31, 2017 and December 31, 2016. Therefore, no income was recognized during the years ended December 31, 2017 and 2016, respectively. 40 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Cyan 3 ] 3 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 Critical Accounting Policies and Estimates Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. We base these estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances, and these estimates form the basis for our judgments concerning the carrying values of assets and liabilities that are not readily apparent from other sources. We periodically evaluate these estimates and judgments based on available information and experience. Actual results could differ from our estimates under different assumptions and conditions. If actual results significantly differ from our estimates, our financial condition and results of operations could be materially impacted. We believe that the accounting policies described below are critical to understanding our business, results of operations and financial condition because they involve more significant judgments and estimates used in the preparation of our consolidated financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our consolidated financial statements. We have discussed the development, selection and application of our critical accounting policies with the Audit Committee of our Board of Directors and our independent auditors, and our Audit Committee has reviewed our disclosure relating to our critical accounting policies and estimates in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Note 2 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 describes the significant accounting policies and methods used in the preparation of our Consolidated Financial Statements. Revenue Recognition We recognize revenue when it is earned and when all of the following criteria are met: persuasive evidence of the arrangement exists; delivery has occurred or the service has been provided and we have no remaining obligations; the fee is fixed or determinable; and collectability is probable. We define these four criteria as follows: • • 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 41 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Cyan 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. The majority of our product and license revenue consists of revenue from the sale of software solutions. Software sales generally include a perpetual license to our software and are subject to the industry specific software revenue recognition guidance. In accordance with this guidance, we allocate revenue to license updates related to our software and any other undelivered elements of the arrangement based on VSOE of fair value of each element and such amounts are deferred until the applicable delivery criteria and other revenue recognition criteria described above have been met. The balance of the revenues, net of any discounts inherent in the arrangement, is recognized at the outset of the arrangement using the residual method as the product licenses are delivered. If management cannot objectively determine the fair value of each undelivered element based on VSOE of fair value, revenue recognition is deferred until all elements are delivered, all services have been performed, or until fair value can be objectively determined. We also make certain judgments to record estimated reductions to revenue for customer programs and incentive offerings including volume-based incentives, at the time sales are recorded. For hardware appliance and software transactions, the arrangement consideration is allocated to stand-alone software deliverables as a group and the non-software deliverables based on the relative selling prices of using the selling price hierarchy in the revenue recognition guidance. The selling price hierarchy for a deliverable is based on its VSOE if available, third-party evidence, or TPE, if VSOE is not available, or estimated selling price if neither VSOE nor TPE is available. We then recognize revenue on each deliverable in accordance with our policies for product and service revenue recognition. VSOE of selling price is based on the price charged when the element is sold separately. In determining VSOE, we require that a substantial majority of the selling prices fall within a reasonable range based on historical discounting trends for specific solutions and services. TPE of selling price is established by evaluating competitor solutions or services in stand-alone sales to similarly situated customers. However, as our solutions contain a significant element of proprietary technology and our solutions offer substantially different features and functionality, the comparable pricing of solutions with similar functionality typically cannot be obtained. Additionally, as we are unable to reliably determine what competitors products’ selling prices are on a stand-alone basis, we are not typically able to determine TPE. The estimate of selling price is established considering multiple factors including, but not limited to, pricing practices in different geographies and through different sales channels and competitor pricing strategies. For our non-software transactions, we allocate the arrangement consideration based on the relative selling price of the deliverables. For our hardware appliances, we use ESP as our selling price. For our support and services, we generally use VSOE as our selling price. When we are unable to establish selling price using VSOE for our support and services, we use ESP in our allocation of arrangement consideration. Our Content Collaboration (formerly Data) solutions are considered hosted service arrangements per the authoritative guidance; accordingly, fees related to online service agreements are recognized ratably over the contract term. In addition, SaaS revenues may also include set-up fees, which are recognized ratably over the contract term or the expected customer life, whichever is longer. See Notes 2 and 18 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 for further information on our revenue recognition. Valuation and Classification of Investments The authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Our available-for-sale investments are measured to fair value on a recurring basis. In addition, we 42 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Cyan hold investments that are accounted for based on the cost method. These investments are periodically reviewed for impairment and when indicators of impairment exist, are measured to fair value as appropriate on a non-recurring basis. In determining the fair value of our investments we are sometimes required to use various alternative valuation techniques. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1, observable inputs such as quoted prices in active markets for identical assets or liabilities, Level 2, inputs, other than 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 requires us to develop our own assumptions. Observable inputs are those that market participants would use in pricing the asset or liability that are based on market data obtained from independent sources, such as market quoted prices. When Level 1 observable inputs for our investments are not available to determine their fair value, we must then use other inputs which may include indicative pricing for securities from the same issuer with similar terms, yield curve information, benchmark data, prepayment speeds and credit quality or unobservable inputs that reflect our estimates of the assumptions market participants would use in pricing the investments based on the best information available in the circumstances. When valuation techniques, other than those described as Level 1 are utilized, management must make estimations and judgments in determining the fair value for its investments. The degree to which management’s estimation and judgment is required is generally dependent upon the market pricing available for the investments, the availability of observable inputs, the frequency of trading in the investments and the investment’s complexity. If we make different judgments regarding unobservable inputs, we could potentially reach different conclusions regarding the fair value of our investments. After we have determined the fair value of our investments, for those that are in an unrealized loss position, we must then determine if the investment is other-than-temporarily impaired. We review our investments quarterly for indicators of other-than-temporary impairment. This determination requires significant judgment and if different judgments are used the classification of the losses related to our investments could differ. In making this judgment, we employ a systematic methodology that considers available quantitative and qualitative evidence in evaluating potential impairment of our investments. If the carrying value of an available-for-sale investment exceeds its fair value, we evaluate, among other factors, general market conditions, the duration and extent to which the fair value is less than carrying value our intent to retain or sell the investment and whether it is more likely than not that we will not be required to sell the investment before the recovery of its amortized cost basis, which may not be until maturity. We also consider specific adverse conditions related to the financial health of and business outlook for the issuer, including industry and sector performance, rating agency actions and changes in credit default swap levels. For our cost method investments, our quarterly review of impairment indicators encompasses the analysis of specific criteria of the entity, such as cash position, financing needs, operational performance, management changes, competition and turnaround potential. If any of the above impairment indicators are present, we further evaluate whether an other-than-temporary impairment should be recorded. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established. See Notes 5 and 6 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 and “Liquidity and Capital Resources” for more information on our investments. Intangible Assets We have product related technology assets and other intangible assets from acquisitions and other third party agreements. We allocate the purchase price of intangible assets acquired through third party agreements based on their estimated relative fair values. We allocate a portion of purchase price of acquired companies to the product related technology assets and other intangible assets acquired based on their estimated fair values. We typically engage third party appraisal firms to assist us in determining the fair values and useful lives of product related technology assets and other intangible assets acquired. Such valuations and useful life determinations require us to make significant estimates and assumptions. These estimates are based on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Critical estimates in determining the fair value and useful 43  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Cyan lives of the product related technology assets include but are not limited to future expected cash flows earned from the product related technology and discount rates applied in determining the present value of those cash flows. Critical estimates in valuing certain other intangible assets include but are not limited to future expected cash flows from customer contracts, customer retention rates, customer lists, distribution agreements, patents, brand awareness and market position, as well as discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable. Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results. We monitor acquired intangible assets for impairment on a periodic basis by reviewing for indicators of impairment. If an indicator exists we compare the estimated net realizable value to the unamortized cost of the intangible asset. The recoverability of the intangible assets is primarily dependent upon our ability to commercialize solutions utilizing the acquired technologies, retain existing customers and customer contracts, and maintain brand awareness. The estimated net realizable value of the acquired intangible assets is based on the estimated undiscounted future cash flows derived from such intangible assets. Our assumptions about future revenues and expenses require significant judgment associated with the forecast of the performance of our solutions, customer retention rates and ability to secure and maintain our market position. Actual revenues and costs could vary significantly from these forecasted amounts. If these solutions are not ultimately accepted by our customers and distributors, and there is no alternative future use for the technology; or if we fail to retain acquired customers or successfully market acquired brands, we could determine that some or all of the remaining $142.0 million carrying value of our acquired intangible assets is impaired. In the event of impairment, we would record an impairment charge to earnings that could have a material adverse effect on our results of operations. Goodwill The excess of the fair value of purchase price over the fair values of the identifiable assets and liabilities from our acquisitions is recorded as goodwill. At December 31, 2017, we had $1.61 billion in goodwill related to our acquisitions. Our revenues are derived from sales of our Workspace Services solutions, Networking products, and related license updates and maintenance, and our Content Collaboration offerings. As part of our continued transformation, effective January 1, 2016, we reorganized a part of our business by creating a new Content Collaboration product grouping. In connection with this change, we performed an assessment of our goodwill reporting units and determined that the reorganization resulted in the identification of two goodwill reporting units (excluding the GoTo Business). Additionally, on January 31, 2017, we completed the Spin-off of the GoTo Business and $380.9 million of the goodwill attributable to the GoTo Business as of December 31, 2016 was distributed to GetGo. As a result of the Spin-off, we performed an assessment of the two remaining goodwill reporting units and determined that they remain unchanged. See Note 12 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 for additional information regarding our reportable segment. We account for goodwill in accordance with FASB’s authoritative guidance, which requires that goodwill and certain intangible assets are not amortized, but are subject to an annual impairment test. We complete our goodwill and certain intangible assets impairment tests on an annual basis, during the fourth quarter of our fiscal year, or more frequently, if changes in facts and circumstances indicate that an impairment in the value of goodwill and certain intangible assets recorded on our balance sheet may exist. In the fourth quarter of 2017, we performed a qualitative assessment to determine whether further quantitative impairment testing for goodwill and certain intangible assets is necessary, and we refer to this assessment as the Qualitative Screen. In performing the Qualitative Screen, we are required to make assumptions and judgments including but not limited to the following: the evaluation of macroeconomic conditions as related to our business, industry and market trends, and the overall future financial performance of our reporting units and future opportunities in the markets in which they operate. If after performing the Qualitative Screen impairment indicators are present, we would perform a quantitative impairment test to estimate the fair value of goodwill and certain intangible assets. In doing so, we would estimate future revenue, consider market factors and estimate our future cash flows. Based on these key assumptions, judgments and estimates, we determine whether we need to record an impairment charge to 44  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Cyan reduce the value of the goodwill and certain intangible assets carried on our balance sheet to its estimated fair value. Assumptions, judgments and estimates about future values are complex and often subjective and can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy or our internal forecasts. Although we believe the assumptions, judgments and estimates we have made have been reasonable and appropriate, different assumptions, judgments and estimates could materially affect our results of operations. As a result of the Qualitative Screen, no further quantitative impairment test was deemed necessary. There was no impairment of goodwill as a result of the annual impairment tests completed during the fourth quarters of 2017 and 2016. Income Taxes We are required to estimate our income taxes in each of the jurisdictions in which we operate as part of the process of preparing our consolidated financial statements. At December 31, 2017, we had $152.3 million in net deferred tax assets. The authoritative guidance requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. We review deferred tax assets periodically for recoverability and make estimates and judgments regarding the expected geographic sources of taxable income and gains from investments, as well as tax planning strategies in assessing the need for a valuation allowance. At December 31, 2017, we determined that a $76.8 million valuation allowance relating to deferred tax assets for net operating losses and tax credits was necessary. If the estimates and assumptions used in our determination change in the future, we could be required to revise our estimates of the valuation allowances against our deferred tax assets and adjust our provisions for additional income taxes. In the ordinary course of global business, there are transactions for which the ultimate tax outcome is uncertain, thus judgment is required in determining the worldwide provision for income taxes. We provide for income taxes on transactions based on our estimate of the probable liability. We adjust our provision as appropriate for changes that impact our underlying judgments. Changes that impact provision estimates include such items as jurisdictional interpretations on tax filing positions based on the results of tax audits and general tax authority rulings. Due to the evolving nature of tax rules combined with the large number of jurisdictions in which we operate, it is possible that our estimates of our tax liability and the realizability of our deferred tax assets could change in the future, which may result in additional tax liabilities and adversely affect our results of operations, financial condition and cash flows. The 2017 Tax Act significantly revised the U.S. tax code by, in part but not limited to, reducing the U.S. corporate tax rate from 35% to 21% and imposing a mandatory one-time transition tax on certain un-repatriated earnings of foreign subsidiaries. The SEC staff acknowledged the challenges companies face incorporating the effects of tax reform by their financial reporting deadlines. In response, on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118, or SAB 118, to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete accounting for certain income tax effects of the 2017 Tax Act. As of December 31, 2017, we recorded a provisional income tax charge of $64.8 million for the re-measurement of our U.S. deferred tax assets and liabilities because of the federal corporate maximum tax rate reduction. We also recorded a provisional income tax charge of $364.6 million for the transition tax on deemed repatriation of deferred foreign income. The provisional amounts recorded are based on our current interpretation and understanding of the 2017 Tax Act, are judgmental and may change as we receive additional clarification and implementation guidance. We will continue to gather and evaluate the income tax impact of the 2017 Tax Act. Changes to these provisional amounts or any of our other estimates regarding taxes could result in material charges or credits in future reporting periods. Convertible Senior Notes In April 2014, we completed a private placement of our Convertible Notes due 2019 with a net share settlement feature, meaning that upon conversion, the principal amount will be settled in cash and the remaining amount, if any, will be settled in shares of our common stock or a combination of cash and shares of our common stock, at our election. In accordance with accounting guidance for convertible debt instruments that may be settled in cash or other assets on conversion, we first determine the carrying 45 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Cyan amount of the liability component by measuring the fair value of a similar liability that does not have an associated equity component. Then we determine the carrying amount of the equity component represented by the embedded conversion option by deducting the fair value of the liability component from the initial proceeds ascribed to the convertible debt instrument as a whole. Debt discount and debt issuance costs are amortized to interest expense using the effective interest method. As a result of the structure of the RMT transaction with LogMeIn and the notification on October 10, 2016 to noteholders in accordance with the Indenture, the Convertible Notes became convertible until the earlier of (1) the close of business on the business day immediately preceding the ex-dividend date for the distribution of the outstanding shares of GetGo common stock to the Company’s stockholders by way of a pro rata dividend, and (2) the Company’s announcement that such distribution will not take place, even though the Convertible Notes were not otherwise convertible at December 31, 2016. The $1.44 billion Convertible Notes became convertible with the notice to noteholders. Accordingly, as of December 31, 2016, the carrying amount of the Convertible Notes of $1.3 billion was reclassified from Other liabilities to Current liabilities and the difference between the face value and carrying value of $79.5 million was reclassified from stockholders’ equity to temporary equity in the accompanying condensed consolidated balance sheets. The conversion period terminated as of the close of business on January 31, 2017 in connection with the Spin-off. As a result, the Convertible Notes were reclassified to Other liabilities from Current liabilities, and the amount previously recorded as Temporary equity was reclassified to Stockholders' equity. The following discussion relating to the individual financial statement captions, our overall financial performance, operations and financial position should be read in conjunction with the factors and events described in “— Overview” and Part 1 — Item 1A entitled “Risk Factors,” included in this Annual Report on Form 10-K for the year ended December 31, 2017, which could impact our future performance and financial position. 46 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Cyan Results of Operations The following table sets forth our consolidated statements of income data and presentation of that data as a percentage of change from year-to-year (in thousands other than percentages): Year Ended December 31, 2017 2016 2015 2017 Compared to 2016 2016 Compared to 2015 Revenues: Product and licenses . . . . . . . . . . . . . . . $ 857,253 $ 882,898 $ 873,808 (2.9)% 1.0% Software as a service . . . . . . . . . . . . . . . 175,762 134,682 103,851 30.5 License updates and maintenance . . . . . . 1,659,936 1,587,271 1,521,007 Professional services . . . . . . . . . . . . . . . 131,735 131,229 147,488 Total net revenues . . . . . . . . . . . . . . . 2,824,686 2,736,080 2,646,154 Cost of net revenues: Cost of product and license revenues . . . . 123,356 121,391 118,265 Cost of services and maintenance revenues . . . . . . . . . . . . . . . . . . . . . . 250,602 228,080 228,503 4.6 0.4 3.2 1.6 9.9 29.7 4.4 (11.0) 3.4 2.6 (0.2) 50,183 54,290 71,001 (7.6) (23.5) Amortization of product related intangible assets . . . . . . . . . . . . . . . . Impairment of product related intangible assets . . . . . . . . . . . . . . . . . . . . . . . . 15,505 1,128 56,271 1,274.6 Total cost of net revenues . . . . . . . . . . 439,646 404,889 474,040 Gross margin . . . . . . . . . . . . . . . . . . . . . . 2,385,040 2,331,191 2,172,114 Operating expenses: Research and development . . . . . . . . . . . Sales, marketing and services . . . . . . . . . General and administrative . . . . . . . . . . Amortization of other intangible assets . . Impairment of other intangible assets . . . Restructuring . . . . . . . . . . . . . . . . . . . . 415,801 1,006,112 302,565 14,652 2,538 72,375 395,373 976,339 316,838 15,076 — 67,401 480,957 1,005,802 286,424 30,341 67,137 98,661 Total operating expenses . . . . . . . . . . 1,814,043 1,771,027 1,969,322 Income from operations . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income (expense), net Income from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . Income tax expense (benefit) . . . . . . . . . . . 570,997 27,808 (51,609) 3,150 560,164 16,686 (44,949) (4,131) 202,792 11,675 (44,153) (5,730) 550,346 528,361 527,770 57,915 164,584 (50,549) Income from continuing operations . . . . . . $ 21,985 $ 469,855 $ 215,133 (Loss) income from discontinued 8.6 2.3 5.2 3.0 (4.5) (2.8) 100.0 7.4 2.4 1.9 66.7 14.8 (176.3) 4.3 812.3 (95.3) (98.0) (14.6) 7.3 (17.8) (2.9) 10.6 (50.3) (100.0) (31.7) (10.1) 176.2 42.9 1.8 (27.9) 220.7 (214.6) 118.4 operations . . . . . . . . . . . . . . . . . . . . . . (42,704) 66,257 104,228 (164.5) (36.4) Net (loss) income . . . . . . . . . . . . . . . . . . . $ (20,719) $ 536,112 $ 319,361 (103.9)% 67.9% 47 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Cyan 3 ] 3 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 Revenues Net revenues include Product and licenses, License updates and maintenance, Professional services and SaaS revenues. Product and licenses primarily represent fees related to the licensing of the following major solutions: • Workspace Services is primarily comprised of our Application Virtualization solutions which include XenDesktop and XenApp, our Enterprise Mobility Management solutions which include XenMobile solutions and Citrix Workspace; and • Networking primarily includes NetScaler ADC and NetScaler SD-WAN. We offer incentive programs to our VADs and VARs to stimulate demand for our solutions. Product and license revenues associated with these programs are partially offset by these incentives to our VADs and VARs. In addition, our CSP program provides subscription-based services in which the CSP partners host software services to their end users. The fees from the CSP program are recognized based on usage and as the CSP services are provided to their end users. License updates and maintenance consists of maintenance and support fees related to the following offerings: • Customer Success Services, which 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. Fees associated with this offering are recognized ratably over the term of the contract; • Maintenance for our Networking products, which include technical support and hardware and software maintenance, are recognized ratably over the contract term; and • Subscription Advantage program which has been retired and reached end of sale and end of renewal for existing customers. Fees associated with these offerings are being recognized ratably over the remaining term of existing contracts, which was typically 12 to 24 months. Professional services revenues are comprised of: • • Fees from consulting services related to the implementation of our solutions, which are recognized as the services are provided; and Fees from product training and certification, which are recognized as the services are provided. Our SaaS revenues, which are recognized ratably over the contractual term, primarily consist of fees related to our Content Collaboration offerings, primarily ShareFile, as well as fees related to our Workspace Services and Networking offerings and products delivered via the cloud. Year Ended December 31, 2017 2016 2015 2017 Compared to 2016 2016 Compared to 2015 (In thousands) Revenues: Product and licenses . . . . . . . . . . . . . . . $ 857,253 $ 882,898 $ 873,808 103,851 Software as a Service . . . . . . . . . . . . . . . 1,521,007 License updates and maintenance . . . . . . 147,488 Professional Services . . . . . . . . . . . . . . . Total net revenues . . . . . . . . . . . . . . . $2,824,686 $2,736,080 $2,646,154 175,762 1,659,936 131,735 134,682 1,587,271 131,229 $(25,645) 41,080 72,665 506 $ 88,606 $ 9,090 30,831 66,264 (16,259) $ 89,926 Product and licenses Product and licenses revenue decreased during 2017 when compared to 2016 primarily due to lower sales of our Networking products of $25.9 million. Product and licenses revenue increased during 2016 when compared to 2015 due to higher overall sales of our Workspace Services solutions of $8.3 million and Networking products of $7.1 million. These increases were partially offset by lower sales of our non-core 48 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Cyan 3 ] 3 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 products of $8.0 million as a result of our product portfolio rationalization. We currently expect Product and licenses revenue to decrease when comparing the first quarter of 2018 to the first quarter of 2017 due to the continued transition to a subscription-based business model as we are offering our customers the option to purchase our solutions as a subscription, whereby a fee is paid for the right to use our software and receive support for a specified period. Software as a Service Software as a service revenue increased during 2017 compared to 2016 primarily due to increased sales of our Content Collaboration offerings of $24.4 million and our Workspace Services offerings delivered via the cloud of $15.7 million. Software as a service revenue increased during 2016 compared to 2015 primarily due to increased sales of our Content Collaboration offerings. We currently expect our Software as a Service revenue to increase when comparing the first quarter of 2018 to the first quarter of 2017 as customers continue to shift to our cloud-based solutions. License updates and maintenance In October 2016, we announced the launch of Customer Success Services, which replaced Software Maintenance and provides a higher standard of service that empowers customer success whether in the cloud, on-premises or in a hybrid environment 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. License updates and maintenance revenue increased during 2017 compared to 2016 primarily due to an increase in software maintenance revenues of $343.6 million, primarily driven by increased sales of maintenance revenues across our Workspace Services solutions, partially offset by a decrease in our Subscription Advantage product of $259.9 million and our technical support of $30.9 million. License updates and maintenance revenue increased during 2016 compared to 2015 primarily due to an increase in hardware and software maintenance revenues of $291.2 million, primarily driven by increased sales of maintenance revenues across our Workspace Services and Networking products, partially offset by decreases in our Subscription Advantage product of $180.4 million and our technical and premier support of $44.6 million. These results are due to our new Customer Success Services offering discussed above. We currently expect that License updates and maintenance revenue will increase when comparing the first quarter of 2018 to the first quarter of 2017 due to our new Customer Success Services offerings. Professional services Professional services revenue remained consistent when comparing 2017 to 2016. The increase in Professional services revenue when comparing 2016 to 2015 was primarily due to increased implementation services and product training and certification related to our Workspace Services solutions. We currently expect Professional services revenue to remain consistent when comparing the first quarter of 2018 to the first quarter of 2017. Deferred Revenue Deferred revenues are primarily comprised of License updates and maintenance revenue from maintenance fees, which include software and hardware maintenance, our Subscription Advantage program and technical support. Deferred revenues also include SaaS revenue from our Content Collaboration and cloud-based subscription offerings and Professional services revenue primarily related to our consulting contracts. Deferred revenues increased approximately $179.9 million as of December 31, 2017 compared to December 31, 2016 primarily due to an increase in sales of our software maintenance offerings of $439.7 million and SaaS of $44.1 million, partially offset by a net decrease in sales of our Subscription Advantage product of $323.6 million. We currently expect deferred revenue to increase in 2018. 49 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Cyan While it is generally our practice to promptly ship our products upon receipt of properly finalized purchase orders, we sometimes have product license orders that have not shipped. Although the amount of such product license orders may vary, the amount, if any, of such product license orders at the end of a particular period has not been material to total revenue at the end of any reporting period. We do not believe that backlog, as of any particular date, is a reliable indicator of future performance. Deferred revenue primarily consists of billings or payments received in advance of revenue recognition and is recognized in our consolidated balance sheet and consolidated statements of income as the revenue recognition criteria are met. Unbilled revenue primarily represents future billings under our subscription agreements that have not been invoiced and, accordingly, are not recorded in accounts receivable and deferred revenue within our financial statements. As of December 31, 2017, we had unbilled revenue of $78.1 million. Deferred revenue and unbilled revenue are influenced by several factors, including new business seasonality within the year, the specific timing, size and duration of customer subscription agreements, varying billing cycles of subscription agreements, and invoice timing. Fluctuations in unbilled revenue may not be a reliable indicator of future performance and the related revenue associated with these contractual commitments. International Revenues International revenues (sales outside the United States) accounted for approximately 46.3% of our net revenues for the year ended December 31, 2017, 46.3% of our net revenues for the year ended December 31, 2016 and 48.7% of our net revenues for the year ended December 31, 2015. The change in our international revenues as a percentage of our net revenues for the periods presented is not significant. For detailed information on international revenues, please refer to Note 12 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017. Cost of Net Revenues Cost of product and license revenues . . . . . . . Cost of services and maintenance revenues . . Amortization of product related intangible Year Ended December 31, 2017 2016 2015 2017 Compared to 2016 2016 Compared to 2015 (In thousands) $123,356 250,602 $121,391 228,080 $118,265 228,503 $ 1,965 22,522 $ 3,126 (423) assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,183 54,290 71,001 (4,107) (16,711) Impairment of product related intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,505 1,128 56,271 14,377 (55,143) Total cost of net revenues . . . . . . . . . . . . . $439,646 $404,889 $474,040 $34,757 $(69,151) Cost of product and license revenues consists primarily of hardware, shipping expense, royalties, product media and duplication, manuals and packaging materials. Cost of services and maintenance revenues consists primarily of compensation and other personnel-related costs of providing technical support, consulting, cloud capacity costs, as well as the costs related to providing our SaaS offerings. Also included in Cost of net revenues is amortization of product related intangible assets. Cost of product and license revenues increased during 2017 when compared to 2016 primarily due to royalties from our Workspace Services solutions. Cost of product and license revenues increased during 2016 when compared to 2015 primarily due to higher sales of our Networking products, some of which contain hardware components that have a higher cost than our software solutions. We currently expect cost of product and license revenues will decrease when comparing the first quarter of 2018 to the first quarter of 2017, consistent with the expected decrease in revenues as noted above. Cost of services and maintenance revenues increased during 2017 compared to 2016 primarily due to an increase in sales of our software maintenance of $12.8 million from our new Customer Success Services offering, an increase in sales of our Workspace Services offerings delivered via the cloud of $5.1 million, and an increase in sales of our Content Collaboration offerings of $2.8 million. Cost of services and 50 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Cyan maintenance revenues decreased during 2016 compared to 2015 primarily due to a decrease in implementation services and product training and certification costs of $20.1 million related to our Workspace Services solutions, partially offset by an increase in costs due to higher sales of our Content Collaboration offerings of $17.8 million and support and maintenance costs related to our Workspace Services and Networking products of $1.9 million. We currently expect cost of services and maintenance revenues will increase when comparing the first quarter of 2018 to the first quarter of 2017 consistent with the increase in SaaS revenue and License updates and maintenance revenues as discussed above. Amortization of product related intangible assets decreased during 2017 as compared to 2016 primarily due to lower amortization of certain intangible assets becoming fully amortized. Amortization of product related intangible assets decreased during 2016 as compared to 2015 primarily due to lower amortization of certain intangible assets becoming fully amortized as a result of impairments during 2015. Impairment of product related intangible assets increased during 2017 as compared to 2016 primarily due to the impairments of certain acquired intangible assets in 2017. Impairment of product related intangible assets decreased during 2016 as compared to 2015 primarily due to the impairments of certain acquired intangible assets in 2015. Gross Margin Gross margin as a percent of revenue was 84.4% for 2017, 85.2% for 2016 and 82.1% for 2015. Gross margin remained consistent when comparing 2017 to 2016. The increase in gross margin as a percentage of net revenue when comparing 2016 to 2015 was primarily due to 2015 including the impairment of certain product related intangible assets. Operating Expenses Foreign Currency Impact on Operating Expenses The functional currency for all of our wholly-owned foreign subsidiaries is the U.S. dollar. A substantial majority of our overseas operating expenses and capital purchasing activities are transacted in local currencies and are therefore subject to fluctuations in foreign currency exchange rates. In order to minimize the impact on our operating results, we generally initiate our hedging of currency exchange risks up to 12 months in advance of anticipated foreign currency expenses. When the dollar is weak, the resulting increase to foreign currency denominated expenses will be partially offset by the gain in our hedging contracts. When the dollar is strong, the resulting decrease to foreign currency denominated expenses will be partially offset by the loss in our hedging contracts. There is a risk that there will be fluctuations in foreign currency exchange rates beyond the timeframe for which we hedge our risk. Research and Development Expenses Year Ended December 31, 2017 2016 2015 2017 Compared to 2016 2016 Compared to 2015 (In thousands) Research and development . . . . . . . . . . . . . . . . $415,801 $395,373 $480,957 $20,428 $(85,584) Research and development expenses consisted primarily of personnel related costs, facility and equipment costs and cloud capacity costs directly related to our research and development activities. We expensed substantially all development costs included in the research and development of our solutions. Research and development expenses increased during 2017 as compared to 2016 primarily due to an increase in stock-based compensation of $8.7 million, an increase in compensation and other employee-related costs of $8.6 million, and an increase in cloud capacity costs of $7.1 million. The increase in compensation and other employee-related costs was primarily related to a net increase in headcount prior to the restructuring program announced in October 2017 intended to accelerate the transformation to a cloud-based subscription business, increase strategic focus, and improve operational efficiency. These increases are partially offset by a decrease in facility and equipment costs of $3.7 million. 51  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Cyan Research and development expenses decreased during 2016 as compared to 2015 primarily due to a decrease in compensation and employee-related costs mostly related to a net decrease in headcount resulting from restructuring activities initiated in 2015. Sales, Marketing and Services Expenses Year Ended December 31, 2017 2016 2015 2017 Compared to 2016 2016 Compared to 2015 (In thousands) Sales, marketing and services . . . . . . . . . . . $1,006,112 $976,339 $1,005,802 $29,773 $(29,463) Sales, marketing and services expenses consisted primarily of personnel related costs, including sales commissions, pre-sales support, the costs of marketing programs aimed at increasing revenue, such as brand development, advertising, trade shows, public relations and other market development programs and costs related to our facilities, equipment, information systems and cloud capacity that are directly related to our sales, marketing and services activities. Sales, marketing and services expenses increased during 2017 compared to 2016 primarily due to an increase in compensation and other employee-related costs, including variable compensation of $35.1 million resulting from a net increase in headcount, and an increase in cloud capacity costs of $10.8 million. The increase in compensation and other employee-related costs was primarily related to a net increase in headcount prior to the restructuring program announced in October 2017 intended to accelerate the transformation to a cloud-based subscription business, increase strategic focus, and improve operational efficiency. These increases are partially offset by a decrease in certain facility and depreciation costs of $14.9 million. Sales, marketing and services expenses decreased during 2016 compared to 2015 primarily due to a decrease in compensation and other employee-related costs of $15.5 million as a result of restructuring initiatives, a decrease in professional services of $12.2 million and a decrease in facilities costs of $7.3 million. These decreases are partially offset by an increase in variable compensation of $13.6 million due to an increase in sales. General and Administrative Expenses Year Ended December 31, 2017 2016 2015 2017 Compared to 2016 2016 Compared to 2015 (In thousands) General and administrative . . . . . . . . . . . . $302,565 $316,838 $286,424 $(14,273) $30,414 General and administrative expenses consisted primarily of personnel related costs and expenses related to outside consultants assisting with information systems, as well as accounting and legal fees. General and administrative expenses decreased during 2017 compared to 2016 primarily due to a decrease in compensation and other employee-related costs of $11.5 million and decrease in stock-based compensation of $5.1 million. General and administrative expenses increased during 2016 compared to 2015 primarily due to an increase in stock-based compensation of $21.1 million and an increase in compensation and other employee-related costs of $9.7 million. These increases are partially offset by a decrease in professional fees of $10.0 million primarily due to fees incurred in connection with the operational and strategic review of the business in 2015 and the resulting cost reductions from operational efficiencies in 2016. Amortization of Other Intangible Assets Amortization of other intangible assets . . . $14,652 $15,076 $30,341 $(424) $(15,265) Year Ended December 31, 2017 2016 2015 2017 Compared to 2016 2016 Compared to 2015 (In thousands) 52  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Cyan Amortization of other intangible assets consists of amortization of customer relationships, trade names and covenants not to compete primarily related to our acquisitions. Amortization of other intangible assets remained consistent when comparing 2017 to 2016. The decrease in Amortization of other intangible assets when comparing 2016 to 2015 was primarily due to lower amortization of certain intangible assets becoming fully amortized as a result of impairments during 2015. As of December 31, 2017, we had unamortized other identified intangible assets with estimable useful lives in the net amount of $33.9 million. For more information regarding our acquisitions see, “— Overview” and Note 4 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017. Impairment of Other Intangible Assets Year Ended December 31, 2017 2016 2015 2017 Compared to 2016 2016 Compared to 2015 (In thousands) Impairment of other intangible assets . . . . $2,538 $— $67,137 $2,538 $(67,137) Impairment of other intangible assets consists of impairment charges related to customer relationships, trade names and covenants not to compete primarily related to our acquisitions. The increase in Impairment of other intangible assets when comparing 2017 to 2016 was primarily due to impairments of certain intangible assets related to certain non-core products. The decrease in Impairment of other intangible assets when comparing 2016 to 2015 was primarily due to impairments of certain intangible assets related to ByteMobile during the third quarter of 2015. Restructuring Expenses Year Ended December 31, 2017 2016 2015 2017 Compared to 2016 2016 Compared to 2015 (In thousands) Restructuring . . . . . . . . . . . . . . . . . . . . . $72,375 $67,401 $98,661 $4,974 $(31,260) During the year ended December 31, 2017, we incurred costs of $53.7 million related to initiatives intended to accelerate the transformation to a cloud-based subscription business, increase strategic focus, and improve operational efficiency. We currently expect to record in the aggregate approximately $60.0 million to $100.0 million in pre-tax restructuring charges associated with this program. We currently anticipate completing the remainder of the activities related to this program during fiscal year 2018. During the year ended December 31, 2017, we incurred costs of $8.1 million related to operational initiatives designed to improve our infrastructure scalability and cost saving efficiencies. The charges primarily related to employee severance. Activities related to this program were substantially completed as of the fourth quarter of 2017. During the years ended December 31, 2017, 2016 and 2015, we incurred costs of $1.9 million, $44.5 million and $29.4 million primarily related to our announced plan in November 2015 to simplify our enterprise go-to-market motion and roles while improving coverage, reflect changes in our product focus, and balance resources with demand across our marketing, general and administration areas. The charges are primarily related to employee severance, outplacement, professional service fees, and facility closing costs. The majority of the activities related to this program were substantially completed as of the end of the first quarter of 2016. During the years ended December 31, 2017, 2016 and 2015, we recorded charges of $8.7 million and $24.0 million and $67.5 million related to our announced plan in January 2015 to increase strategic focus and operational efficiency. The charges primarily related to the severance and other costs directly related to 53 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Cyan the reduction of our workforce and consolidation of leased facilities. The majority of the activities related to this program were substantially completed by the end of 2015. For more information regarding our restructuring see, “— Overview” and Note 17 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017. 2018 Operating Expense Outlook When comparing the first quarter of 2018 to the fourth quarter of 2017, we expect operating expenses to increase in Sales, marketing and services, while remaining at consistent levels across the other functional areas. Interest income Year Ended December 31, 2017 2016 2015 2017 Compared to 2016 2016 Compared to 2015 (In thousands) Interest income . . . . . . . . . . . . . . . . . . . . $27,808 $16,686 $11,675 $11,122 $5,011 Interest income primarily consists of interest earned on our cash, cash equivalents and investment balances. Interest income increased during 2017 compared to 2016 primarily due to overall higher average cash, cash equivalents and investment balances and higher yields on investments as a result of an increase in interest rates. Interest income increased during 2016 compared to 2015 primarily due to overall higher average cash, cash equivalents and investment balances and higher yields on investments as a result of an increase in interest rates. See Note 5 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 for investment information. Interest Expense Year Ended December 31, 2017 2016 2015 2017 Compared to 2016 2016 Compared to 2015 (In thousands) Interest expense . . . . . . . . . . . . . . . . . . . . $(51,609) $(44,949) $(44,153) $(6,660) $(796) Interest expense consists primarily of interest on our 2027 Notes, Convertible Notes and credit facility. When comparing 2017 and 2016, the increase is primarily due to the issuance of our 2027 Notes in 2017. When comparing 2016 to 2015, the increase in interest expense was not significant. For more information regarding our debt, see Note 13 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017. Other Income (Expense), net Year Ended December 31, 2017 2016 2015 2017 Compared to 2016 2016 Compared to 2015 (In thousands) Other income (expense), net . . . . . . . . . . . $3,150 $(4,131) $(5,730) $7,281 $1,599 Other income (expense), net is primarily comprised of remeasurement of foreign currency transaction gains (losses), realized losses related to changes in the fair value of our investments that have a decline in fair value considered other-than-temporary and recognized gains (losses) related to our investments, which was not material for all periods presented. The change in Other income (expense), net when comparing 2017 to 2016 is primarily driven by an increase in net gains on remeasurement and settlements of foreign currency transactions. The change in Other income (expense), net when comparing 2016 to 2015 is primarily driven by a decrease in losses on the remeasurement and settlements of foreign currency transactions of $5.5 million, 54 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Cyan decrease in impairment charges of $2.2 million recognized on cost method investments and an increase in gains recognized on available for sale investments of $1.4 million. These changes are partially offset by a decrease in gains recognized on cost method investments of $7.0 million. Income Taxes We are required to estimate our income taxes in each of the jurisdictions in which we operate as part of the process of preparing our consolidated financial statements. We maintain certain strategic management and operational activities in overseas subsidiaries and our foreign earnings are taxed at rates that are generally lower than in the United States. On December 22, 2017, President Donald Trump signed the Tax Cuts and Jobs Act (the “2017 Tax Act”) into law effective January 1, 2018. The 2017 Tax Act significantly revised the U.S. tax code by, in part but not limited to: reducing the U.S. corporate maximum tax rate from 35% to 21%, imposing a mandatory one-time transition tax on certain un-repatriated earnings of foreign subsidiaries, modifying executive compensation deduction limitations, and repealing the deduction for domestic production activities. Under Accounting Standards Codification 740, Income Taxes, the Company must recognize the effects of tax law changes in the period in which the new legislation is enacted. Our effective tax rate generally differs from the U.S. federal statutory rate primarily due to lower tax rates on earnings generated by our foreign operations that are taxed primarily in Switzerland. From time to time, there may be other items that impact the tax rate, such as the items specific to the current period discussed above. The SEC staff acknowledged the challenges companies face incorporating the effects of tax reform by their financial reporting deadlines. In response, on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete accounting for certain income tax effects of the 2017 Tax Act. As of December 31, 2017, the Company recorded a provisional income tax charge of $64.8 million for the re-measurement of its U.S. deferred tax assets and liabilities because of the federal corporate tax rate reduction from 35% to 21%. The Company recorded a provisional income tax charge of $364.6 million for the transition tax on deemed repatriation of deferred foreign income. The Company also accounted for the modified executive compensation deduction limitations pursuant to the 2017 Tax Act as of December 31, 2017. The provisional amounts recorded are based on the Company’s current interpretation and understanding of the 2017 Tax Act and may change as the Company receives additional clarification and implementation guidance. The Company will continue to gather and evaluate the income tax impact of the 2017 Tax Act. Pursuant to SAB 118, the Company will complete the accounting for the tax effects of all of the provisions of the 2017 Tax Act within the required measurement period not to extend beyond one year from the enactment date. Our effective tax rate was approximately 96.0% for the year ended December 31, 2017 and 11.0% for the year ended December 31, 2016. The increase in the effective tax rate when comparing the year ended December 31, 2017 to the year ended December 31, 2016 was primarily due to accounting for the estimated tax impact of the 2017 Tax Act and the separation of the GoTo Business. As of December 31, 2017, our net unrecognized tax benefits totaled approximately $77.8 million as compared to $69.8 million as of December 31, 2016. All amounts included in this balance affect the annual effective tax rate. As of the year ended December 31, 2017, we accrued $2.7 million for the payment of interest on uncertain tax positions. We and one or more of our subsidiaries are subject to federal income taxes in the United States, as well as income taxes of multiple state and foreign jurisdictions. We are currently not subject to a U.S. federal income tax examination. With few exceptions, we are no longer subject to U.S., federal, state and local, or non-U.S. income tax examinations by tax authorities for years prior to 2014. In the ordinary course of global business, there are transactions for which the ultimate tax outcome is uncertain; thus judgment is required in determining the worldwide provision for income taxes. We provide for income taxes on transactions based on our estimate of the probable liability. We adjust our provision as 55 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Cyan 3 ] 3 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 appropriate for changes that impact our underlying judgments. Changes that impact provision estimates include such items as jurisdictional interpretations on tax filing positions based on the results of tax audits and general tax authority rulings. Due to the evolving nature of tax rules combined with the large number of jurisdictions in which we operate, it is possible that our estimates of our tax liability and the realizability of our deferred tax assets could change in the future, which may result in additional tax liabilities and adversely affect our results of operations, financial condition and cash flows. As of December 31, 2017, we had $152.3 million in net deferred tax assets. The authoritative guidance requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. We review deferred tax assets periodically for recoverability and make estimates and judgments regarding the expected geographic sources of taxable income and gains from investments, as well as tax planning strategies in assessing the need for a valuation allowance. As of December 31, 2017, we determined that a $76.8 million valuation allowance relating to deferred tax assets for net operating losses and tax credits was necessary. If the estimates and assumptions used in our determination change in the future, we could be required to revise our estimates of the valuation allowances against our deferred tax assets and adjust our provisions for additional income taxes. We currently expect our effective tax rate to decrease in 2018 as compared to 2017 due to capturing the provisional impact of the 2017 Tax Act and the separation of the GoTo Business executed in and unique to 2017. Liquidity and Capital Resources During 2017, we generated continuing operating cash flows of $964.3 million. These operating cash flows related primarily to net income from continuing operations of $22.0 million, adjusted for, among other things, non-cash charges, depreciation and amortization expenses of $170.0 million, stock-based compensation expense of $165.1 million, deferred income tax expense of $94.2 million, and amortization of debt discount and transaction costs of $38.3 million. Also contributing to these cash inflows was a change in operating assets and liabilities of $470.5 million, net of effects of acquisitions. The change in our net operating assets and liabilities was primarily a result of changes in net income taxes of $318.8 million due to tax reform, and changes in deferred revenue of $174.4 million. Our continuing operations investing activities used $60.0 million of cash consisting primarily of cash paid for net purchases of investments of $86.4 million, cash paid for the purchase of property and equipment of $80.9 million, cash paid for acquisitions of $60.4 million, and cash paid for licensing agreements and technology of $7.4 million. Our continuing operations financing activities used cash of $694.4 million, primarily due to stock repurchases of $1.17 billion, amounts paid for, but not settled under our accelerated stock repurchase program of $150.0 million, cash paid for tax withholding on vested stock awards of $80.0 million, and the transfer of cash to the GoTo Business resulting from the separation of $28.5 million. This financing cash outflow was partially offset by proceeds from the 2027 Notes of $741.0 million, net of issuance costs. During 2016, we generated continuing operating cash flows of $947.2 million. These operating cash flows related primarily to income from continuing operations of $469.9 million, adjusted for, among other things, non-cash charges, depreciation, and amortization expenses of $178.4 million and stock-based compensation expense of $152.7 million. Also contributing to these cash inflows was a change in operating assets and liabilities of $132.9 million, net of effects of acquisitions. The change in our net operating assets and liabilities was primarily a result of changes in deferred revenue of $142.4 million, and changes in income taxes, net of $42.4 million mostly due to an increase in income taxes payable. These inflows are partially offset by an outflow in accounts receivable of $61.7 million driven by an increase in the receivable balance due to higher bookings. Our continuing operations investing activities used $434.7 million of cash consisting primarily of cash paid for net purchases of investments of $311.6 million, cash paid for the purchase of property and equipment of $85.0 million, cash paid for licensing agreements and technology of $25.9 million, and cash paid for acquisitions of $13.2 million. Our continuing operations financing activities used cash of $38.0 million primarily due to cash paid for tax withholding on vested stock awards of $66.6 million and stock repurchases of $28.7 million. This financing cash outflow was partially offset by proceeds from the issuance of common stock under our employee stock-based compensation plans of $41.2 million and excess tax benefit from stock-based compensation $16.0 million. 56 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 3 ] 3 Senior Notes On November 15, 2017, we issued $750.0 million of the 2027 Notes. The 2027 Notes accrue interest at a rate of 4.500% per annum. Interest on the 2027 Notes is due semi-annually on June 1 and December 1 of each year, beginning on June 1, 2018. The net proceeds from this offering were approximately $741.0 million, after deducting the underwriting discount and estimated offering expenses payable by us. Net proceeds from this offering were used to repurchase shares of our common stock through an ASR transaction which we entered into with the ASR Counterparty on November 13, 2017. The 2027 Notes will mature on December 1, 2027, unless redeemed or repurchased in accordance with their terms prior to such date. We may redeem the 2027 Notes at our option at any time in whole or from time to time in part prior to September 1, 2027 at a redemption price equal to the greater of (a) 100% of the aggregate principal amount of the 2027 Notes to be redeemed and (b) the sum of the present values of the remaining scheduled payments under such 2027 Notes, plus in each case, accrued and unpaid interest to, but excluding, the redemption date. Among other terms, under certain circumstances, holders of the 2027 Notes may require us to repurchase their 2027 Notes upon the occurrence of a change of control prior to maturity for cash at a repurchase price equal to 101% of the principal amount of the 2027 Notes to be repurchased plus accrued and unpaid interest to, but excluding, the repurchase date. See Note 13 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 for additional details on the 2027 Notes. Credit Facility On January 7, 2015, we entered into a credit agreement, or the Credit Agreement, with Bank of America, N.A., as Administrative Agent, and the other lenders party thereto from time to time collectively, the Lenders. The Credit Agreement provides for a $250.0 million unsecured revolving credit facility for a term of five years, of which we have drawn and repaid $165.0 million during the year ended December 31, 2017. As of December 31, 2017, there were no outstanding borrowings under this Credit Agreement and the entire $250.0 million credit line remains available for borrowing. We may elect to increase the revolving credit facility by up to $250.0 million if existing or new lenders provide additional revolving commitments in accordance with the terms of the Credit Agreement. The proceeds of borrowings under the Credit Agreement may be used for working capital and general corporate purposes, including acquisitions. Borrowings under the Credit Agreement will bear interest at a rate equal to either (a) a customary London interbank offered rate formula or (b) a customary base rate formula, plus the applicable margin with respect thereto, in each case as set forth in the Credit Agreement. The Credit Agreement requires us to maintain a consolidated leverage ratio of not more than 3.5:1.0 and a consolidated interest coverage ratio of not less than 3.0:1.0. The Credit Agreement includes customary events of default, with corresponding grace periods in certain circumstances, including, without limitation, payment defaults, cross-defaults, the occurrence of a change of control and bankruptcy-related defaults. The Lenders are entitled to accelerate repayment of the loans under the Credit Agreement upon the occurrence of any of the events of default. In addition, the Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict our ability to grant liens, merge or consolidate, dispose of all or substantially all of its assets, change our business and incur subsidiary indebtedness, in each case subject to customary exceptions for a credit facility of this size and type. In addition, the Credit Agreement contains customary representations and warranties. See Note 13 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 for additional details on our Credit Agreement. Convertible Senior Notes In April 2014, we completed a private placement of $1.44 billion principal amount of 0.500% Convertible Senior Notes due 2019, or the Convertible Notes. The net proceeds from this offering were approximately $1.42 billion (including the proceeds from the Over-Allotment Option), after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by us. We used approximately $82.6 million of the net proceeds to pay the cost of certain bond hedges entered into in connection with the offering (after such cost was partially offset by the proceeds to us from certain warrant transactions). See Note 13 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 for additional details on the Convertible Notes and the related bond hedges and warrant transactions. 57 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine We used the remainder of the net proceeds from the offering and a portion of our existing cash and investments to purchase an aggregate of approximately $1.5 billion of our common stock under our share repurchase program. We used approximately $101.0 million to purchase shares of our common stock from certain purchasers of the Convertible Notes in privately negotiated transactions concurrently with the closing of the offering, and the remaining $1.4 billion to purchase additional shares of our common stock through an accelerated share repurchase transaction in 2014, which we entered into with Citibank, N.A., or Citibank, on April 25, 2014, and which is discussed in further detail in Note 13 to our consolidated financial statements. The conversion period for the Convertible Notes that commenced on October 10, 2016 in connection with the structure of the RMT transaction with LogMeIn, terminated as of the close of business on January 31, 2017. As a result, the Convertible Notes were reclassified to Other liabilities from Current liabilities and the amount previously recorded as Temporary equity was reclassified to permanent equity as of January 31, 2017. The Distribution also resulted in an adjustment to the conversion rate for the Convertible Notes under the terms of the related indenture. As a result of this adjustment, the conversion rate for the Convertible Notes in effect as of the opening of business on February 1, 2017 was 13.9061 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes, which corresponds to a conversion price of approximately $71.91 per share of common stock. Corresponding adjustments were made to the conversion rates for the Convertible Note Hedge and Warrant Transactions as of the opening of business on February 1, 2017. Historically, significant portions of our cash inflows were generated by our operations. We currently expect this trend to continue throughout 2017. We believe that our existing cash and investments together with cash flows expected from operations will be sufficient to meet expected operating and capital expenditure requirements for the next 12 months. We continue to search for suitable acquisition candidates and could acquire or make investments in companies we believe are related to our strategic objectives. We could from time to time continue to seek to raise additional funds through the issuance of debt or equity securities for larger acquisitions, potential redemption of our Convertible Notes and for general corporate purposes. Cash, Cash Equivalents and Investments December 31, 2017 2016 2017 Compared to 2016 (In thousands) Cash, cash equivalents and investments . . . . . . . . . . . . . . . . . . . . . $2,731,974 $2,543,160 $188,814 The increase in cash, cash equivalents and investments at December 31, 2017 as compared to December 31, 2016, is primarily due to cash provided by our operating activities of $964.3 million, proceeds from our 2027 Notes, net of issuance costs of $741.0 million, partially offset by cash paid for stock repurchases of $1.17 billion, purchases of property and equipment of $80.9 million, cash paid for tax withholding on vested stock awards of $80.0 million, cash paid for acquisitions, net of cash acquired, of $60.4 million, transfer of $28.5 million in cash during the first quarter of 2017 to the GoTo Business resulting from the separation, and cash paid for licensing agreements and technology of $7.4 million. As of December 31, 2017, $2.13 billion of the $2.73 billion of cash, cash equivalents and investments was held by our foreign subsidiaries. As a result of the 2017 Tax Act, the cash, cash equivalents and investments held by our foreign subsidiaries can be repatriated without incurring any additional U.S. federal tax. Upon repatriation of these funds, we could be subject to foreign and U.S. State income taxes. The amount of taxes due is dependent on the amount and manner of the repatriation, as well as the locations from which the funds are repatriated and received. We generally invest our cash and cash equivalents in investment grade, highly liquid securities to allow for flexibility in the event of immediate cash needs. Our short-term and long-term investments primarily consist of interest-bearing securities. 58 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Cyan Accounts Receivable, Net December 31, 2017 2016 2017 Compared to 2016 (In thousands) Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $717,180 $687,089 $30,091 Allowance for returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . (1,225) (3,420) (1,994) (3,889) 769 469 Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $712,535 $681,206 $31,329 The increase in accounts receivable at December 31, 2017 compared to December 31, 2016 was primarily due to higher sales during the year ended December 31, 2017. The activity in our allowance for returns was comprised primarily of $5.7 million in credits issued for returns recorded during 2017, partially offset by $4.9 million of provisions for returns recorded during 2017. The activity in our allowance for doubtful accounts was comprised primarily of $4.4 million of uncollectible accounts written off, net of recoveries, partially offset by $3.9 million in provisions for doubtful accounts. From time to time, we could maintain individually significant accounts receivable balances from our distributors or customers, which are comprised of large business enterprises, governments and small and medium-sized businesses. If the financial condition of our distributors or customers deteriorates, our operating results could be adversely affected. At December 31, 2017, one distributor, the Arrow Group, accounted for 14% of gross accounts receivable. At December 31, 2016, two distributors, the Arrow Group and Ingram Micro, accounted for 14% and 10% of gross accounts receivable, respectively. For more information regarding significant customers see Note 12 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017. Stock Repurchase Program Our Board of Directors authorized an ongoing stock repurchase program with a total repurchase authority granted to us of $8.5 billion, of which $500.0 million was approved in January 2017 and an additional $1.7 billion was approved in November 2017. We may use the approved dollar authority to repurchase stock at any time until the approved amounts are exhausted. The objective of our stock repurchase program is to improve stockholders’ returns. At December 31, 2017, approximately $1.43 billion was available to repurchase common stock pursuant to the stock repurchase program. All shares repurchased are recorded as treasury stock in our consolidated balance sheets included in this Annual Report on Form 10-K for the year ended December 31, 2017. A portion of the funds used to repurchase stock over the course of the program was provided by net proceeds from the 2027 Notes and Convertible Notes offerings, as well as proceeds from employee stock option exercises and the related tax benefit. We are authorized to make open market purchases of our common stock using general corporate funds through open market purchases or pursuant to a Rule 10b5-1 plan or in privately negotiated transactions. During the year ended December 31, 2017, we expended approximately $575.0 million on open market purchases under the stock repurchase program, repurchasing 7,384,368 shares of outstanding common stock at an average price of $77.86. In addition to the repurchases described above, we used the net proceeds from our 2027 Notes offering and existing cash and investments to repurchase an aggregate of approximately $750.0 million of our common stock as authorized under our stock repurchase program. We paid $750.0 million to the ASR Counterparty under the ASR Agreement and received approximately 7.1 million shares of our common stock from the ASR Counterparty, which represents 80 percent of the shares pursuant to the ASR agreement. The total number of shares of common stock that we will repurchase under the ASR Agreement will be based on the average of the daily volume-weighted average prices of our common stock during the term of the ASR Agreement, less a discount. At settlement, the ASR Counterparty may be required to deliver additional shares of our common stock to us or, under certain circumstances, we may be required to deliver shares of our common stock or make a cash payment to the ASR Counterparty. Final settlement of the ASR agreement was completed in January 2018 and we received delivery of an additional 59 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 1,371,495 shares of our common stock. See Note 13 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 for detailed information on our 2027 Notes offering and the transactions related thereto. During the year ended December 31, 2016, we expended approximately $28.7 million on open market purchases, repurchasing 426,300 shares of outstanding common stock at an average price of $67.30. During the year ended December 31, 2015, we expended approximately $755.7 million on open market purchases, repurchasing 10,716,850 shares of outstanding common stock at an average price of $70.52. Shares for Tax Withholding During the years ended December 31, 2017, 2016, and 2015, we withheld 974,501 shares, 830,155 shares and 679,694 shares, respectively, from equity awards that vested. Amounts withheld to satisfy minimum tax withholding obligations that arose on the vesting of equity awards was $80.0 million for 2017, $66.6 million for 2016 and $46.3 million for 2015. These shares are reflected as treasury stock in our consolidated balance sheets included in this Annual Report on Form 10-K for the year ended December 31, 2017. Contractual Obligations and Off-Balance Sheet Arrangement Contractual Obligations We have certain contractual obligations that are recorded as liabilities in our consolidated financial statements. Other items, such as operating lease obligations, are not recognized as liabilities in our consolidated financial statements, but are required to be disclosed in the notes to our consolidated financial statements. The following table summarizes our significant contractual obligations at December 31, 2017 and the future periods in which such obligations are expected to be settled in cash. Additional details regarding these obligations are provided in the notes to our consolidated financial statements (in thousands): Payments due by period Total Less than 1 Year 1 – 3 Years 3 – 5 Years Operating lease obligations(1) Convertible senior notes(2) . . . . . . . . . . . . Senior Notes due 2027(3) . . . . . . . . . . . . . Purchase obligations(4) . . . . . . . . . . . . . . . Total contractual obligations(5) . . . . . . . . . . $ 340,034 1,437,483 750,000 25,700 . . . . . . . . . $2,553,217 $ $56,736 98,077 — 1,437,483 — — — 25,700 $70,888 — — — $82,436 $1,535,560 $70,888 $864,333 More than 5 Years $114,333 — 750,000 — (1) The amounts in the table above include $76.5 million in exited facility costs related to restructuring activities. (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 13 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 for detailed information on the Convertible Notes offering and the transactions related thereto. (3) During the fourth quarter of 2017, we completed the issuance of $750.0 million principal amount of 4.500% Senior Notes due 2027. The amount above represents the balance to be repaid. See Note 13 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 for detailed information on the 2027 Notes offering and the transactions related thereto. 60 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Cyan ] 32 Page (4) Purchase obligations represent non-cancelable commitments to purchase inventory ordered before year-end 2018 of approximately $6.3 million and a contingent obligation to purchase inventory of approximately $19.4 million. (5) Total contractual obligations do not include agreements where our commitment is variable in nature or where cancellations without payment provisions exist and excludes $77.8 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 11 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 for further information. As a result of the 2017 Tax Act, we recorded a provisional income tax charge of $364.6 million for the transition tax on deemed repatriation of deferred foreign income, which is payable up to eight years. See Note 11 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017 for further information. As of December 31, 2017, we did not have any individually material capital lease obligations or other material long-term commitments reflected on our consolidated balance sheets. Off-Balance Sheet Arrangements We do not have any special purpose entities or off-balance sheet financing arrangements. 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side D Cyan ] 32 Page 61 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The following discussion about our market risk includes “forward-looking statements” that involve risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. The analysis methods we used to assess and mitigate risk discussed below should not be considered projections of future events, gains or losses. We are exposed to financial market risks, including changes in foreign currency exchange rates and interest rates that could adversely affect our results of operations or financial condition. To mitigate foreign currency risk, we utilize derivative financial instruments. The counterparties to our derivative instruments are major financial institutions. All of the potential changes noted below are based on sensitivity analyses performed on our financial position as of December 31, 2017. Actual results could differ materially. Discussions of our accounting policies for derivatives and hedging activities are included in Notes 2 and 14 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2017. Exposure to Exchange Rates A substantial majority of our overseas expense and capital purchasing activities are transacted in local currencies, including Euros, British pounds sterling, Japanese yen, Australian dollars, Swiss francs, Indian rupees, Hong Kong dollars, Canadian dollars, Singapore dollars and Chinese yuan renminbi. To reduce the volatility of future cash flows caused by changes in currency exchange rates, we have established a hedging program. We use foreign currency forward contracts to hedge certain forecasted foreign currency expenditures. Our hedging program significantly reduces, but does not entirely eliminate, the impact of currency exchange rate movements. At December 31, 2017 and 2016, we had in place foreign currency forward sale contracts with a notional amount of $128.1 million and $113.8 million, respectively, and foreign currency forward purchase contracts with a notional amount of $113.6 million and $152.3 million, respectively. At December 31, 2017, these contracts had an aggregate fair value asset of $1.7 million and at December 31, 2016, these contracts had an aggregate fair value liability of $1.9 million. Based on a hypothetical 10% appreciation of the U.S. dollar from December 31, 2017 market rates, the fair value of our foreign currency forward contracts would increase by $1.3 million. Conversely, a hypothetical 10% depreciation of the U.S. dollar from December 31, 2017 market rates would decrease the fair value of our foreign currency forward contracts by $1.3 million. In these hypothetical movements, foreign operating costs would move in the opposite direction. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar. In addition to the direct effects of changes in exchange rates quantified above, changes in exchange rates could also change the dollar value of sales and affect the volume of sales as the prices of our competitors’ products become more or less attractive. We do not anticipate any material adverse impact to our consolidated financial position, results of operations, or cash flows as a result of these foreign exchange forward contracts. Exposure to Interest Rates We have interest rate exposures resulting from our interest-based available-for-sale investments. We maintain available-for-sale investments in debt securities and we limit the amount of credit exposure to any one issuer or type of instrument. The securities in our investment portfolio are not leveraged. The securities classified as available-for-sale are subject to interest rate risk. The modeling technique used measures the change in fair values arising from an immediate hypothetical shift in market interest rates and assumes that ending fair values include principal plus accrued interest and reinvestment income. If market interest rates were to increase by 100 basis points from December 31, 2017 and 2016 levels, the fair value of the available-for-sale portfolio would decline by approximately $17.1 million and $19.2 million, respectively. If market interest rates were to decrease by 100 basis points from December 31, 2017 and 2016 levels, the fair value of the available-for-sale portfolio would increase by approximately $17.0 million and $17.8 million, respectively. These amounts are determined by considering the impact of the hypothetical interest rate movements on our available-for-sale and trading investment portfolios. This analysis does not consider the effect of credit risk as a result of the changes in overall economic activity that could exist in such an environment. 62 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our consolidated financial statements and related financial statement schedule, together with the report of independent registered certified public accounting firm, appear at pages F-1 through F-50 of this Annual Report on Form 10-K for the year ended December 31, 2017. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no changes in or disagreements with our independent registered certified public accountants on accounting or financial disclosure matters during our two most recent fiscal years. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of December 31, 2017, our management, with the participation of our President and Chief Executive Officer and our Interim Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based upon that evaluation, our President and Chief Executive Officer and our Interim Chief Financial Officer concluded that, as of December 31, 2017, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our President and Chief Executive Officer and our Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting During the quarter ended December 31, 2017, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a – 15(f). Our internal control system was designed to provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making this assessment, our management used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, or the COSO criteria. Based on our assessment we believe that, as of December 31, 2017, our internal control over financial reporting is effective based on those criteria. The effectiveness of our internal control over financial reporting as of December 31, 2017 has been audited by Ernst & Young LLP, an independent registered certified public accounting firm, as stated in their report which appears below. 63 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side B Cyan 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 3 ] Report of Independent Registered Certified Public Accounting Firm The Board of Directors and Stockholders of Citrix Systems, Inc. Opinion on Internal Control Over Financial Reporting We have audited Citrix Systems, Inc.’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Citrix Systems, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule listed in the Index at Item 15(a) of the Company and our report dated February 16, 2018 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Boca Raton, Florida February 16, 2018 64 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 3 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 4 ] ITEM 9B. OTHER INFORMATION Our policy governing transactions in our securities by our directors, officers and employees permits our officers, directors and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. We have been advised that Robert Calderoni, our Executive Chairman, entered into a new trading plan in the fourth quarter of 2017 in accordance with Rule 10b5-1 and our policy governing transactions in our securities. We undertake no obligation to update or revise the information provided herein, including for revision or termination of an established trading plan. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended December 31, 2017. 4 ITEM 11. EXECUTIVE COMPENSATION The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended December 31, 2017. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended December 31, 2017. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended December 31, 2017. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended December 31, 2017. 65 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) 1. Consolidated Financial Statements. For a list of the consolidated financial information included herein, see page F-1. 2. Financial Statement Schedules. The following consolidated financial statement schedule is included in Item 8: Valuation and Qualifying Accounts 3. List of Exhibits. Exhibit No. Description 2.1 2.2 2.3 2.4 2.5 2.6 3.1 3.2 4.1 4.2 4.3 4.4 4.5 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 to the Company’s Current Report on Form 8-K filed on July 28, 2016)** Amendment No. 1, dated as of December 8, 2016, to Agreement and Plan of Merger, dated as of July 26, 2016, by and among Citrix Systems, Inc., GetGo, Inc., LogMeIn, Inc. and Lithium Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.4 to the Company’s Annual Report on Form 10-K filed on February 16, 2017)** Amendment No. 2, dated as of May 4, 2017 and effective as of May 1, 2017, to Agreement and Plan of Merger, dated as of July 26, 2016, by and among Citrix Systems, Inc., GetGo, Inc. and LogMeIn, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2017) Amendment No. 3, dated as of September 29, 2017, to Agreement and Plan of Merger, dated as of July 26, 2016, by and among Citrix Systems, Inc., GetGo, Inc. and LogMeIn, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017) 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 to the Company’s Current Report on Form 8-K filed on July 28, 2016)** Amended and Restated Tax Matters Agreement, dated as of September 13, 2016, by and among LogMeIn, Inc., Citrix Systems, Inc. and GetGo, Inc. (incorporated herein by reference to Exhibit 2.3 to the Company’s Annual Report on Form 10-K filed on February 16, 2017)** 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) 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) 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)(P) 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) Form of 0.500% Convertible Senior Notes due 2019 (included in Exhibit 4.2) Indenture, dated as of November 15, 2017, 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 November 15, 2017) Supplemental Indenture, dated as of November 15, 2017, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 15, 2017) 66 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Cyan Exhibit No. Description 4.6 10.1* 10.2* 10.3* 10.4* 10.5* 10.6* 10.7* 10.8* 10.9* 10.10* 10.11* 10.12* 10.13* Form of 4.500% Senior Notes due 2027 (included in Exhibit 4.5) Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2010) 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 filed on May 28, 2010) 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 filed on June 2, 2011) 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 filed on June 2, 2011) 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 filed on May 31, 2012) Fifth 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 Quarterly Report on Form 10-Q filed on August 6, 2013) 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) 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 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2011) 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 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2011) 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 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2011) 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 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2011) Form of Global Restricted Stock Unit Agreement under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (Long Term Incentive) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2012) Form of Long Term Incentive Agreement under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed on February 19, 2015) 10.14* Amended and Restated 2005 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed on February 23, 2012) 10.15* Amendment to Amended and Restated 2005 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on February 21, 2013) 10.16* Citrix Systems, Inc. Executive Bonus Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed on February 20, 2014) 67 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine Exhibit No. 10.17* 10.18* 10.19* 10.20* 10.21* 10.22* 10.23* 10.24* 10.25* 10.26* 10.27* 10.28* 10.29* 10.30* 10.31* Description 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) 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 on May 6, 2016) Form of Global Restricted Stock Unit Agreement under the Citrix Systems, Inc. 2014 Equity Incentive Plan (Time Based Awards) (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2017) Form of Global Restricted Stock Unit Agreement under the Citrix Systems, Inc. 2014 Equity Incentive Plan (Performance Based Awards) (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2017) 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) Amendment to 2015 Employee Stock Purchase Plan, dated October 27, 2016 (incorporated herein by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed on February 16, 2017) Citrix Systems, Inc. Amended and Restated 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 27, 2017) Form of Global Restricted Stock Unit Agreement under the Citrix Systems, Inc. Amended and Restated 2014 Equity Incentive Plan (Performance Based Awards — August 2017) (incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017) Form of Global Restricted Stock Unit Agreement under the Citrix Systems, Inc. Amended and Restated 2014 Equity Incentive Plan (Performance Based Awards — August 2017) (incorporated herein by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017) Form of Global Restricted Stock Unit Agreement under the Citrix Systems, Inc. Amended and Restated 2014 Equity Incentive Plan (Time Based Awards — August 2017) (incorporated herein by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017) 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 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2011) Form of Executive Agreement of Citrix Systems, Inc. by and between the Company and each of its executive officers (other than the Executive Chairman and CEO) (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 20, 2017) 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) 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) Amended and Restated Employment Agreement, dated July 7, 2017, by and between Citrix Systems, Inc. and Robert M. Calderoni (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 10, 2017) 10.32*† Restricted Stock Unit Agreement under the Citrix Systems, Inc. 2014 Equity Incentive Plan for Robert M. Calderoni granted February 1, 2017 (Time Based Awards) 68 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Cyan ] 32 Page Exhibit No. 10.33* 10.34* 10.35* 10.36* 10.37* 10.38* Description Employment Agreement, dated January 19, 2016, by and between Citrix Systems, Inc. and Kirill Tatarinov (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 20, 2016) Restricted Stock Award Agreement under the Citrix Systems, Inc. 2014 Equity Incentive Plan for Kirill Tatarinov (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2016) 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 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2016) Separation Agreement and Release, dated July 7, 2017, by and between Citrix Systems, Inc. and Kirill Tatarinov (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017) 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 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2016) Form of Restricted Stock Unit Agreement under the Citrix Systems, Inc. 2014 Equity Incentive Plan for executive officers (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*† Letter Agreement, dated November 2, 2017, between Citrix Systems, Inc. and Carlos Sartorius Employment Agreement, dated July 10, 2017, by and between Citrix Systems, Inc. and David J. 10.40* Henshall (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 10, 2017) 10.41* Restricted Stock Unit Agreement with David J. Henshall under the Citrix Systems, Inc. Amended and Restated 2014 Equity Incentive Plan (Performance Based Awards — August 2017) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017) 10.42* Restricted Stock Unit Agreement with David J. Henshall under the Citrix Systems, Inc. Amended and Restated 2014 Equity Incentive Plan (Performance Based Awards — August 2017) (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017) 10.43* Restricted Stock Unit Agreement with David J. Henshall under the Citrix Systems, Inc. 2014 10.44 10.45 10.46 10.47 Equity Incentive Plan (Time Based Awards — August 2017) (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017) 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) 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) 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) 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) 69 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Cyan ] 32 Page Exhibit No. 10.48 10.49 10.50 10.51 10.52 10.53 12.1† 21.1† 23.1† 24.1 31.1† 31.2† 32.1†† Description 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) Master Confirmation between Citibank, N.A. and Citrix Systems, Inc., dated November 13, 2017 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 14, 2017) 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) 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) 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) 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 to the Company’s Current Report on Form 8-K filed on July 28, 2016) Computation of Ratio of Earnings to Fixed Charges List of Subsidiaries Consent of Independent Registered Certified Public Accounting Firm Power of Attorney (included in signature page) Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer 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. (P) This exhibit has been paper filed and is not subject to the hyperlinking requirements of Item 601 of Regulation S-K. 70 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine (b) Exhibits. The Company hereby files as part of this Annual Report on Form 10-K for the year ended December 31, 2017, the exhibits listed in Item 15(a)(3) above. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C., 20549 and at the Commission’s regional offices at 175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604 and 3 World Financial Center, Suite 400, New York, NY 10281-1022. (c) Financial Statement Schedule. The Company hereby files as part of this Annual Report on Form 10-K for the year ended December 31, 2017 the consolidated financial statement schedule listed in Item 15(a)(2) above, which is attached hereto. ITEM 16. FORM 10-K SUMMARY None. 71 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Cyan 4 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 16th day of February, 2018. SIGNATURES By: CITRIX SYSTEMS, INC. /s/ DAVID J. HENSHALL David J. Henshall President and Chief Executive Officer 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 4 ] 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 72 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Cyan ] 4 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 4 POWER OF ATTORNEY AND SIGNATURES We, the undersigned officers and directors of Citrix Systems, Inc., hereby severally constitute and appoint David J. Henshall and Mark M. Coyle, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all amendments to this report, and generally to do all things in our names and on our behalf in such capacities to enable Citrix Systems, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below on the 16th day of February, 2018. Signature Title(s) /S/ DAVID J. HENSHALL David J. Henshall President, Chief Executive Officer and Director (Principal Executive Officer) /S/ MARK M. COYLE Mark M. Coyle /S/ JESSICA SOISSON Jessica Soisson Senior Vice President, Finance and Interim Chief Financial Officer (Principal Financial Officer) Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) /S/ ROBERT M. CALDERONI Executive Chairman of the Board of Directors Robert M. Calderoni /S/ NANCI E. CALDWELL Director Nanci E. Caldwell /S/ JESSE A. COHN Director Jesse A. Cohn /S/ ROBERT D. DALEO Director Robert D. Daleo /S/ MURRAY J. DEMO Director Murray J. Demo /S/ AJEI S. GOPAL Ajei S. Gopal Director /S/ PETER J. SACRIPANTI Director Peter J. Sacripanti /S/ GRAHAM V. SMITH Director Graham V. Smith /S/ GODFREY R. SULLIVAN Director Godfrey R. Sullivan 73 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Cyan CITRIX SYSTEMS, INC. List of Financial Statements and Financial Statement Schedule The following consolidated financial statements of Citrix Systems, Inc. are included in Item 8: Report of Independent Registered Certified Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . F-2 Consolidated Balance Sheets — December 31, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . F-3 Consolidated Statements of Income — Years ended December 31, 2017, 2016 and 2015 . . . . . . . . F-4 Consolidated Statements of Comprehensive Income — Years ended December 31, 2017, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5 Consolidated Statements of Equity — Years ended December 31, 2017, 2016 and 2015 . . . . . . . . . F-6 Consolidated Statements of Cash Flows — Years ended December 31, 2017, 2016 and 2015 . . . . . F-7 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8 The following consolidated financial statement schedule of Citrix Systems, Inc. is included in Item 15(a): Schedule II Valuation and Qualifying Accounts All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted. F-1  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Cyan Report of Independent Registered Certified Public Accounting Firm The Board of Directors and Stockholders of Citrix Systems, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Citrix Systems, Inc. (the Company) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 16, 2018 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1989. Boca Raton, Florida February 16, 2018 F-2  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Cyan CITRIX SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS Current assets: Assets Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term investments, available-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable, net of allowances of $4,645 and $5,883 at December 31, 2017 and 2016, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . Current assets of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term investments, available-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term assets of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities, Temporary Equity and Stockholders’ Equity Current liabilities: Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of deferred revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Convertible notes, short-term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current liabilities of discontinued operations Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term portion of deferred revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term liabilities of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . Commitments and contingencies Temporary equity from Convertible notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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; 305,751 and 302,851 shares issued and outstanding at December 31, 2017 and 2016, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital Retained earnings Accumulated other comprehensive loss December 31, 2017 December 31, 2016 (In thousands, except par value) $ 1,115,130 632,516 $ 836,095 726,923 712,535 13,912 147,330 — 2,621,423 984,328 252,932 1,614,494 141,952 152,362 52,685 — $ 5,820,176 $ 66,893 277,679 34,033 1,308,474 — — 1,687,079 555,769 2,127,474 335,457 121,936 — — — 681,206 12,522 124,842 179,689 2,561,277 980,142 261,954 1,585,893 173,681 233,900 54,449 538,931 $ 6,390,227 $ 72,724 256,799 39,771 1,208,229 1,348,156 172,670 3,098,349 476,135 — — 119,813 7,708 79,495 — 306 4,883,670 3,509,484 (10,806) 8,382,654 303 4,761,588 4,010,737 (28,704) 8,743,924 Less – common stock in treasury, at cost (162,044 and 146,552 shares at December 31, 2017 and 2016, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities, temporary equity and stockholders’ equity . . . . . . . . . . . . . . (7,390,193) 992,461 $ 5,820,176 (6,135,197) 2,608,727 $ 6,390,227 See accompanying notes. F-3 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Cyan CITRIX SYSTEMS, INC. CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31, 2016 (In thousands, except per share information) 2015 2017 Revenues: Product and licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Software as a service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . License updates and maintenance . . . . . . . . . . . . . . . . . . . . . . . . Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 857,253 175,762 1,659,936 131,735 2,824,686 $ 882,898 134,682 1,587,271 131,229 2,736,080 $ 873,808 103,851 1,521,007 147,488 2,646,154 Cost of net revenues: Cost of product and license revenues . . . . . . . . . . . . . . . . . . . . . . Cost of services and maintenance revenues . . . . . . . . . . . . . . . . . . Amortization of product related intangible assets . . . . . . . . . . . . . Impairment of product related intangible assets . . . . . . . . . . . . . . . Total cost of net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating expenses: Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales, marketing and services . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of other intangible assets . . . . . . . . . . . . . . . . . . . . Impairment of other intangible assets . . . . . . . . . . . . . . . . . . . . . Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . . . . . . . . . . . Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations (Loss) income from discontinued operations, net of income tax expense of $2,900, $22,737, and $43,065, respectively . . . . . . . . . . . . . . . . . Net (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basic (loss) earnings per share: Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . (Loss) income from discontinued operations . . . . . . . . . . . . . . . . . Basic net (loss) earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . Diluted (loss) earnings per share: Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . (Loss) income from discontinued operations . . . . . . . . . . . . . . . . . Diluted net (loss) earnings per share . . . . . . . . . . . . . . . . . . . . . . . . 123,356 250,602 50,183 15,505 439,646 2,385,040 415,801 1,006,112 302,565 14,652 2,538 72,375 1,814,043 570,997 27,808 (51,609) 3,150 550,346 528,361 21,985 121,391 228,080 54,290 1,128 404,889 2,331,191 395,373 976,339 316,838 15,076 — 67,401 1,771,027 560,164 16,686 (44,949) (4,131) 527,770 57,915 469,855 118,265 228,503 71,001 56,271 474,040 2,172,114 480,957 1,005,802 286,424 30,341 67,137 98,661 1,969,322 202,792 11,675 (44,153) (5,730) 164,584 (50,549) 215,133 (42,704) 66,257 $ (20,719) $ 536,112 104,228 $ 319,361 $ $ $ $ $ 0.15 (0.28) (0.13) $ $ 0.14 (0.27) (0.13) $ 3.03 0.43 3.46 2.99 0.42 3.41 $ $ $ $ 1.35 0.66 2.01 1.34 0.65 1.99 Weighted average shares outstanding: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,779 155,503 155,134 157,084 158,874 160,362 See accompanying notes. F-4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Cyan CITRIX SYSTEMS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31, 2017 2016 2015 (In thousands) Net (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(20,719) $536,112 $319,361 Other comprehensive income (loss): Available for sale securities: Change in net unrealized (losses) gains . . . . . . . . . . . . . . . . . . . . . (3,285) 996 (2,080) Less: reclassification adjustment for net (gains) losses included in net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (273) (1,204) Net change (net of tax effect) . . . . . . . . . . . . . . . . . . . . . . . . . Gain on pension liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,558) 2,768 (208) 906 170 (1,910) 4,083 Cash flow hedges: Change in unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . Less: reclassification adjustment for net (gains) losses included in 6,046 (2,638) (6,937) net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (758) 1,763 13,027 Net change (net of tax effect) . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . 5,288 4,498 (875) (177) 6,090 8,263 Comprehensive (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(16,221) $535,935 $327,624 See accompanying notes. F-5 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Cyan ] 4 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 4 CITRIX SYSTEMS, INC. CONSOLIDATED STATEMENTS OF EQUITY (In thousands) Common Stock Shares Amount Additional Paid In Capital Retained Earnings Accumulated Other Comprehensive (loss) income Common Stock in Treasury Shares Amount Total Equity 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 Stock-based compensation expense . . . . . . . . . . . . . . — Common stock issued under employee stock purchase plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 561 Tax deficiency from employer stock plans, net . . . . . . . Stock repurchases, net . . . . . . . . . . . . . . . . . . . . . Restricted shares turned in for tax withholding . . . . . . . Other comprehensive income, net of tax . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — 3 — 1 — — — — — 112,282 139,816 37,228 (15,013) — — — (100) — — — — — — — — — — — — — 8,263 — 319,361 — — — — — — 112,285 — 139,816 — — 37,229 (15,013) (10,717) (755,704) (755,704) (681) (46,336) (46,336) — — — 8,263 (100) — 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 Stock-based compensation expense . . . . . . . . . . . . . . — Common stock issued under employee stock purchase plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 729 Tax deficiency from employer stock plans, net . . . . . . . Stock repurchases, net . . . . . . . . . . . . . . . . . . . . . Restricted shares turned in for tax withholding . . . . . . . Other comprehensive loss, net of tax . . . . . . . . . . . . . Temporary equity reclassification . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — — 3 — 1 — — — — — — 41,244 175,980 57,514 (574) — — — (79,495) — — — — — — — — — 536,112 — — — — — — (177) — — — — — — — 41,247 — 175,980 — — 57,515 (574) (426) (830) (28,689) (28,689) (66,638) (66,638) — — — — — (177) (79,495) — 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 Shares issued under stock-based compensation plans . . . 2,614 Stock-based compensation expense . . . . . . . . . . . . . . Temporary equity reclassification . . . . . . . . . . . . . . . — — Common stock issued under employee stock purchase plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 286 Stock repurchases, net . . . . . . . . . . . . . . . . . . . . . Restricted shares turned in for tax withholding . . . . . . . Accelerated stock repurchase program . . . . . . . . . . . . Cumulative-effect adjustment from adoption of accounting standard on stock-based compensation . . . Distribution of the net assets of the GoTo Business . . . . Other comprehensive income, net of tax . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — — — — 3 — — — — — — — — — — — 2,110 166,308 79,495 19,326 — — (150,000) — — — — — — — 5,691 (5,303) — (475,231) — (848) — — — (20,719) — — — — — — — — 13,400 4,498 — — — — — — — 2,113 — 166,308 — — 79,495 19,326 (7,384) (574,956) (574,956) (975) (80,040) (80,040) (7,133) (600,000) (750,000) — — — — — 388 — (461,831) 4,498 (848) (20,719) — — Balance at December 31, 2017 . . . . . . . . . . . . . . . . . 305,751 $306 $4,883,670 $3,509,484 $(10,806) (162,044) $(7,390,193) $ 992,461 See accompanying notes. F-6 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Cyan ] 4 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 4 CITRIX SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Operating Activities Net (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss (income) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (20,719) 42,704 $ 536,112 (66,257) $ 319,361 (104,228) 2017 Year Ended December 31, 2016 (In thousands) 2015 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Amortization and impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of debt discount and transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excess tax benefit from stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effects of exchange rate changes on monetary assets and liabilities denominated in foreign currencies . . . . . . Other non-cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total adjustments to reconcile net (loss) income to net cash provided by operating activities . . . . . . . . . . Changes in operating assets and liabilities, net of the effects of acquisitions: Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total changes in operating assets and liabilities, net of the effects of acquisitions . . . . . . . . . . . . . . . . Net cash provided by operating activities of continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash (used in) provided by operating activities of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities Investing Activities Purchases of available-for-sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales of available-for-sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from maturities of available-for-sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash paid for acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash paid for licensing agreements and product related intangible assets . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash (used in) provided by investing activities of continuing operations . . . . . . . . . . . . . . . . . . . . . . Net cash used in investing activities of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financing Activities Proceeds from issuance of common stock under stock-based compensation plans . . . . . . . . . . . . . . . . . . . Proceeds from revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayments on credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from 2027 notes, net of issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of acquired debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excess tax benefit from stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock repurchases, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accelerated stock repurchase program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash paid for tax withholding on vested stock awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transfer of cash to GoTo Business resulting from the separation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in financing activities of continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in financing activities of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at beginning of period, including cash of discontinued operations of $120,861, $57,762 and $34,651, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less cash of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplemental Cash Flow Information Cash paid for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash paid for interest See accompanying notes. F-7 82,878 87,137 38,298 165,120 94,158 — (7,645) 11,924 471,870 (33,904) (2,545) (18,327) 2,116 318,795 (7,238) 34,886 174,426 2,282 470,491 964,346 (56,070) 908,276 (1,155,659) 775,135 466,900 (80,901) (60,449) (7,379) 2,323 (60,030) (3,891) (63,921) 2,114 165,000 (165,000) 741,039 (4,000) — (1,174,957) (150,000) (80,040) (28,523) (694,367) — (694,367) 8,186 158,174 70,494 107,954 37,085 152,739 (21,654) (16,049) 5,189 8,618 344,376 (61,662) (4,133) (12,077) (2,747) 42,431 (16,365) 22,650 142,381 22,459 132,937 947,168 168,662 1,115,830 (2,238,784) 1,294,636 632,517 (85,035) (13,242) (25,940) 1,181 (434,667) (49,537) (484,204) 41,247 — — — — 16,049 (28,689) — (66,638) — (38,031) — (38,031) (5,157) 588,438 956,956 1,115,130 — $ 1,115,130 $ $ 61,126 8,764 368,518 956,956 (120,861) 836,095 64,361 7,847 $ $ $ $ $ $ 224,750 102,207 36,013 128,262 (85,235) (5,873) 13,815 6,767 420,706 (8,866) 703 (10,257) (1,487) 48,675 6,408 49,662 102,330 8,900 196,068 831,907 202,641 1,034,548 (2,182,681) 1,745,290 637,052 (97,566) (95,331) (10,795) 5,209 1,178 (225,593) (224,415) 112,285 95,000 (95,000) — (3,175) 5,873 (755,704) — (46,336) — (687,057) (4,394) (691,451) (10,313) 108,369 260,149 368,518 (57,762) 310,756 45,827 8,215 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BACKGROUND AND ORGANIZATION Citrix Systems, Inc. (“Citrix” or the “Company”), is a Delaware corporation incorporated on April 17, 1989. Citrix delivers solutions to make applications secure and easy to access, anywhere, anytime and on any device or network. Citrix markets and licenses its solutions through multiple channels worldwide, including selling through resellers and direct over the Web. Citrix’s partner community comprises thousands of value-added resellers, or VARs known as Citrix Solution Advisors, value-added distributors, or VADs, systems integrators, or SIs, independent software vendors, or ISVs, original equipment manufacturers, or OEMs and Citrix Service Providers, or CSPs. On January 31, 2017, the Company completed the spin-off of its GoTo family of service offerings (the “Spin-off ”) and subsequent merger of that business with LogMeIn, Inc. (“LogMeIn”) (the “Merger”) pursuant to a pro rata distribution to its stockholders of 100% of the shares of common stock of GetGo, Inc., or GetGo, its wholly-owned subsidiary. Pursuant to the transaction, the Company transferred its GoTo Business to GetGo, and after the close of business on January 31, 2017, the Company distributed approximately 26.9 million shares of GetGo common stock to the Company’s stockholders of record as of the close of business on January 20, 2017 (the “Record Date”). Immediately following the distribution, Lithium Merger Sub, Inc., a wholly-owned subsidiary of LogMeIn, merged with and into GetGo, with GetGo as the surviving corporation. In connection with the Merger, GetGo became a wholly-owned subsidiary of LogMeIn, and each share of GetGo common stock was converted into the right to receive one share of LogMeIn common stock. As a result of these transactions, the Company’s stockholders received approximately 26.9 million shares of LogMeIn common stock in the aggregate, or 0.171844291 of a share of LogMeIn common stock for each share of the Company’s common stock held of record by such stockholders on the Record Date. No fractional shares of LogMeIn were issued, and the Company’s stockholders instead received cash in lieu of any fractional shares. The Company’s revenues are derived from sales of its Workspace Services solutions, Networking products (formerly Delivery Networking), Content Collaboration offerings (formerly Data) and related License updates and maintenance and Professional services. Prior to the Spin-off, the Company also derived its revenues from sales of the GoTo Business, which were delivered as cloud-based SaaS, and included Communications Cloud and Workflow Cloud service offerings. Subsequent to the Spin-off, the Company determined that it has one reportable segment. The Company identified its segment using the “management approach” which designates the internal organization that is used by management for making operating decisions and assessing performance. See Note 12 for more information on the Company’s segment. In these consolidated financial statements, unless otherwise indicated, references to Citrix and the Company, refer to Citrix Systems, Inc. and its consolidated subsidiaries after giving effect to the Spin-off. As a result of the Spin-off, the consolidated financial statements reflect the GoTo Business operations, assets and liabilities, and cash flows as discontinued operations for all periods presented. Refer to Note 3 for additional information regarding discontinued operations. 2. SIGNIFICANT ACCOUNTING POLICIES Consolidation Policy The consolidated financial statements of the Company include the accounts of its wholly-owned subsidiaries in the Americas; Europe, the Middle East and Africa (“EMEA”); and Asia-Pacific and Japan (“APJ”). All significant transactions and balances between the Company and its subsidiaries have been eliminated in consolidation. F-8 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cash and Cash Equivalents Cash and cash equivalents at December 31, 2017 and 2016 include marketable securities, which are primarily money market funds, commercial paper, agency, and government securities, municipal securities and corporate securities with initial or remaining contractual maturities when purchased of three months or less. Available-for-sale Investments Short-term and long-term investments at December 31, 2017 and 2016 primarily consist of agency securities, corporate securities, municipal securities and government securities. Investments classified as available-for-sale are stated at fair value with unrealized gains and losses, net of taxes, reported in Accumulated other comprehensive loss. The Company classifies its available-for-sale investments as current and non-current based on their actual remaining time to maturity. The Company does not recognize changes in the fair value of its available-for-sale investments in income unless a decline in value is considered other-than-temporary in accordance with the authoritative guidance. The Company’s investment policy is designed to limit exposure to any one issuer depending on credit quality. The Company uses information provided by third parties to adjust the carrying value of certain of its investments to fair value at the end of each period. Fair values are based on a variety of inputs and may include interest rates, known historical trades, yield curve information, benchmark data, prepayment speeds, credit quality and broker/dealer quotes. See Note 5 for investment information. Accounts Receivable The Company’s accounts receivable are attributable primarily to direct sales to end customers via the Web and through value-added resellers, or VARs known as Citrix Solution Advisors, value-added distributors, or VADs, systems integrators, or SIs, independent software vendors, or ISVs, original equipment manufacturers, or OEMs and Citrix Service Providers, or CSPs. Collateral is generally not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments which includes both general and specific reserves. The Company periodically reviews these estimated allowances by conducting an analysis of the customer’s payment history and credit worthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments. Based on this review, the Company specifically reserves for those accounts deemed uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The allowance for doubtful accounts was $3.4 million and $3.9 million as of December 31, 2017 and 2016, respectively. If the financial condition of a significant customer were to deteriorate, the Company’s operating results could be adversely affected. As of December 31, 2017, one distributor, the Arrow Group, accounted for 14% of gross accounts receivable. At December 31, 2016, two distributors, the Arrow Group and Ingram Micro, accounted for 14% and 10% of gross accounts receivable, respectively. Inventory Inventories are stated at the lower of cost or net realizable value on a standard cost basis, which approximates actual cost. The Company’s inventories primarily consist of finished goods as of December 31, 2017 and 2016. Property and Equipment Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer equipment and software; the lesser of the lease term or ten years for leasehold improvements, which is the estimated useful life; seven years for office equipment and furniture and the Company’s enterprise resource planning systems; and 40 years for buildings. F-9  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During 2017 and 2016, the Company retired $16.9 million and $118.0 million, respectively, in property and equipment that were no longer in use. At the time of retirement, the remaining net book value of the assets retired was not material and no material asset retirement obligations were associated with them. Property and equipment consist of the following: December 31, 2017 2016 (In thousands) Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 76,152 $ 76,152 Computer equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equipment and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176,140 388,583 73,700 170,252 350,195 71,182 Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168,656 164,090 Less: accumulated depreciation and amortization . . . . . . . . . . . . . . . . . Assets under construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 883,231 (675,892) 28,824 16,769 831,871 (602,433) 15,747 16,769 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 252,932 $ 261,954 Long-Lived Assets The Company reviews for impairment of long-lived assets and certain identifiable intangible assets to be held and used whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss is based on the fair value of the asset compared to its carrying value. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Goodwill The Company accounts for goodwill in accordance with the authoritative guidance, which requires that goodwill and certain intangible assets are not amortized, but are subject to an annual impairment test. As part of its continued transformation, effective January 1, 2016, the Company reorganized a part of its business by creating a new Content Collaboration product grouping. In connection with this change, the Company performed an assessment of its goodwill reporting units and determined that the reorganization resulted in the identification of two goodwill reporting units (excluding the GoTo Business). On January 31, 2017, the Company completed the Spin-off of the GoTo Business and $380.9 million of the goodwill attributable to the GoTo Business as of December 31, 2016 was distributed to GetGo. As a result of the Spin-off, the Company performed an assessment of the two remaining goodwill reporting units during the first quarter of fiscal year 2017 and determined that these goodwill reporting units remain unchanged. The Company performed a qualitative assessment in connection with its annual goodwill impairment test in the fourth quarter of 2017. As a result of the qualitative analysis, a quantitative impairment test was not deemed necessary. There was no impairment of goodwill or indefinite lived intangible assets as a result of the annual impairment analysis completed during the fourth quarters of 2017 and 2016, respectively. See Note 4 for more information regarding the Company’s acquisitions and Note 12 for more information regarding the Company’s segments. F-10  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the change in goodwill during 2017 and 2016 (in thousands): Balance at January 1, 2017 Additions Other Balance at December 31, 2017 Balance at January 1, 2016 Goodwill . . . $1,585,893 $28,601(1) $— $1,614,494 $1,585,621 Additions $897(2) Other $(625)(3) Balance at December 31, 2016 $1,585,893 (1) Amount relates to purchase price allocation of goodwill associated with the 2017 business combination. See Note 4 for more information regarding the Company’s acquisitions. (2) Amount relates to purchase price allocation of goodwill associated with the 2016 business combination. See Note 4 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 solutions and to adjustments to the preliminary purchase price allocation associated with 2015 acquisitions. See Note 4 for more information regarding the Company’s acquisitions and divestitures. Intangible Assets The Company has intangible assets which were primarily acquired in conjunction with business combinations and technology purchases. Intangible assets with finite lives are recorded at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally three to seven years, except for patents, which are amortized over the lesser of their remaining life or ten years. In-process R&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When in-process R&D projects are completed, the corresponding amount is reclassified as an amortizable intangible asset and is amortized over the asset’s estimated useful life. Intangible assets consist of the following (in thousands): December 31, 2017 Gross Carrying Amount Accumulated Amortization Weighted- Average Life (Years) Product related intangible assets . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $663,004 222,923 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $885,927 $554,934 189,041 $743,975 6.10 6.49 6.20 December 31, 2016 Gross Carrying Amount Accumulated Amortization Product related intangible assets . . . . . . . . . . . . . . . . . $647,594 $520,746 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 223,692 176,859 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $871,286 $697,605 Weighted- Average Life (Years) 6.12 6.54 6.23 Amortization and impairment of product related intangible assets, which consists primarily of product-related technologies and patents, was $65.7 million and $55.4 million for the year ended December 31, 2017 and 2016, respectively, and is classified as a component of Cost of net revenues in the accompanying consolidated statements of income. Amortization and impairment of other intangible assets, which consist primarily of customer relationships, trade names and covenants not to compete was $17.2 million and $15.1 million for the year ended December 31, 2017 and 2016, respectively, and is classified as a component of Operating expenses in the accompanying consolidated statements of income. F-11 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company monitors its intangible assets for indicators of impairment. If the Company determines that impairment has occurred, it writes-down the intangible asset to its fair value. For certain intangible assets where the unamortized balances exceed the undiscounted future net cash flow, the Company measures the amount of the impairment by calculating the amount by which the carrying values exceed the estimated fair values, which are based on projected discounted future net cash flows. During the year ended December 31, 2017, the Company tested certain intangible assets for recoverability and, as a result, identified certain definite-lived intangible assets, primarily developed technology, that were impaired and recorded non-cash impairment charges of $18.0 million to write down the intangible assets to their estimated fair value of $1.6 million. Of the impairment charge, $15.5 million is included in Impairment of product related intangible assets and $2.5 million is included in Impairment of other intangible assets in the accompanying consolidated statements of income. These non-recurring fair value measurements were categorized as Level 3, as significant unobservable inputs were used in the valuation analysis. Key assumptions used in the valuation include forecasts of revenue and expenses over an extended period of time, customer retention rates, tax rates, and estimated costs of debt and equity capital to discount the projected cash flows. Certain of these assumptions involve significant judgment, are based on management’s estimate of current and forecasted market conditions and are sensitive and susceptible to change; therefore, further disruptions in the business could potentially result in additional amounts becoming impaired. During the year ended December 31, 2015, the Company tested certain intangible assets for recoverability due to changes in facts and circumstances associated with the shift in strategic focus and reduced profitability expectations. As a result, due to disruptions in the business as a result of the announced plan to explore strategic alternatives, the Company identified certain definite-lived intangible assets, primarily customer relationships from the acquisition of ByteMobile, that were impaired and recorded non-cash impairment charges of $123.0 million to write down the intangible assets to their estimated fair value of $26.8 million. Of the impairment charge, $67.1 million is included in Impairment of other intangible assets and $55.9 million is included in Impairment of product related intangible assets in the accompanying consolidated statements of income. This non-recurring fair value measurement was categorized as Level 3, as significant unobservable inputs were used in the valuation analysis. Key assumptions used in the valuation include forecasts of revenue and expenses over an extended period of time, customer retention rates, tax rates, and estimated costs of debt and equity capital to discount the projected cash flows. Certain of these assumptions involve significant judgment, are based on management’s estimate of current and forecasted market conditions and are sensitive and susceptible to change; therefore, further disruptions in the business could potentially result in additional amounts becoming impaired. Estimated future amortization expense of intangible assets with finite lives as of December 31, 2017 is as follows (in thousands): Year ending December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 54,486 35,213 23,050 9,061 7,210 12,932 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $141,952 F-12 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Software Development Costs The authoritative guidance requires certain internal software development costs related to software to be sold to be capitalized upon the establishment of technological feasibility. The Company’s software development costs incurred subsequent to achieving technological feasibility have not been significant and substantially all software development costs have been expensed as incurred. Internal Use Software In accordance with the authoritative guidance, the Company capitalizes external direct costs of materials and services and internal costs such as payroll and benefits of those employees directly associated with the development of new functionality in internal use software. The amount of costs capitalized during the years ended 2017 and 2016 relating to internal use software was $41.5 million and $29.2 million, respectively. These costs are being amortized over the estimated useful life of the software, which is generally three to seven years, and are included in property and equipment in the accompanying consolidated balance sheets. The total amounts charged to expense relating to internal use software was approximately $27.3 million, $37.8 million and $36.1 million, during the years ended December 31, 2017, 2016 and 2015, respectively. The Company capitalized costs related to internally developed computer software to be sold as a service related to its Content Collaboration offerings, incurred during the application development stage, of $15.2 million and $18.2 million, during the years ended December 31, 2017 and 2016, respectively, and is amortizing these costs over the expected lives of the related services, which is generally two years, and are included in property and equipment in the accompanying consolidated balance sheets. The total amounts charged to expense relating to internally developed computer software to be sold as a service was approximately $18.5 million, $16.8 million and $9.2 million, during the years ended December 31, 2017, 2016 and 2015, respectively. Revenue Recognition Net revenues include the following categories: Product and licenses, SaaS, License updates and maintenance and Professional services. Product and licenses revenues primarily represent fees related to the licensing of the Company’s software and sales of hardware appliances. These revenues are reflected net of sales allowances, cooperative advertising agreements, partner incentive programs and provisions for returns. SaaS revenues consist primarily of fees related to online service agreements, which are recognized ratably over the contract term. Should the Company charge set-up fees, they would be recognized ratably over the contract term or the expected customer life, whichever is longer. License updates and maintenance revenues consist of fees related to maintenance and support, which include technical support and hardware and software maintenance. Maintenance and support fees are recognized ratably over the term of the contract, which is typically 12 to 24 months. The Company capitalizes certain third-party commissions related to maintenance and support renewals. The capitalized commissions are amortized to Sales, marketing and services expense at the time the related deferred revenue is recognized as revenue. Hardware and software maintenance and support contracts are typically sold separately. Hardware maintenance includes technical support, the latest software upgrades when and if they become available, and replacement of malfunctioning appliances. Dedicated account management is available as an add-on to the program for a higher level of service. Software maintenance, including the new Customer Success Services, includes unlimited technical support, immediate access to software upgrades, enhancements and maintenance releases when and if they become available during the term of the contract and configuration and installation support along with acceleration and automation tools. Professional services revenues are comprised of fees from consulting services related to the implementation of the Company’s solutions and fees from product training and certification, which are recognized as the services are provided. F-13 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Cyan ] 4 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 4 CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company recognizes revenue when it is earned and when all of the following criteria are met: (1) persuasive evidence of the arrangement exists; (2) delivery has occurred or the service has been provided and the Company has no remaining obligations; (3) the fee is fixed or determinable; and (4) collectability is probable. The majority of the Company’s product and license revenue consists of revenue from the sale of software solutions. Software sales generally include a perpetual license to the Company’s software and are subject to the industry specific software revenue recognition guidance. In accordance with this guidance, the Company allocates revenue to license updates related to its stand-alone software and any other undelivered elements of the arrangement based on vendor specific objective evidence (“VSOE”) of fair value of each element and such amounts are deferred until the applicable delivery criteria and other revenue recognition criteria described above have been met. The balance of the revenues, net of any discounts inherent in the arrangement, is recognized at the outset of the arrangement using the residual method as the product licenses are delivered. If management cannot objectively determine the fair value of each undelivered element based on VSOE of fair value, revenue recognition is deferred until all elements are delivered, all services have been performed, or until fair value can be objectively determined. For hardware appliance and software transactions, the arrangement consideration is allocated to stand-alone software deliverables as a group and the non-software deliverables based on the relative selling prices using the selling price hierarchy in the revenue recognition guidance. The selling price hierarchy for a deliverable is based on its VSOE if available, third-party evidence of selling price (“TPE”) if VSOE is not available, or estimated selling price (“ESP”) if neither VSOE nor TPE is available. The Company then recognizes revenue on each deliverable in accordance with its policies for product and service revenue recognition. VSOE of selling price is based on the price charged when the element is sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices fall within a reasonable range based on historical discounting trends for specific solutions and services. TPE of selling price is established by evaluating competitor products or services in stand-alone sales to similarly situated customers. However, as the Company’s solutions contain a significant element of proprietary technology and its solutions offer substantially different features and functionality, the comparable pricing of solutions with similar functionality typically cannot be obtained. Additionally, as the Company is unable to reliably determine what competitors products’ selling prices are on a stand-alone basis, the Company is not typically able to determine TPE. The estimate of selling price is established considering multiple factors including, but not limited to, pricing practices in different geographies and through different sales channels and competitor pricing strategies. The CSP program provides subscription-based services in which the CSP partners host software services to their end users. The fees from the CSP program are recognized based on usage and as the CSP services are provided to their end users. For the Company’s non-software transactions, it allocates the arrangement consideration based on the relative selling price of the deliverables. For the Company’s hardware appliances, it uses ESP as its selling price. For the Company’s support and services, it generally uses VSOE as its selling price. When the Company is unable to establish selling price using VSOE for its support and services, the Company uses ESP in its allocation of arrangement consideration. The Company’s SaaS offerings are considered hosted service arrangements per the authoritative guidance. In the normal course of business, the Company is not obligated to accept product returns from its distributors under any conditions, unless the product item is defective in manufacture. The Company establishes provisions for estimated returns, as well as other sales allowances, concurrently with the recognition of revenue. The provisions are established based upon consideration of a variety of factors, including, among other things, recent and historical return rates for both specific products and distributors and the impact of any new product releases and projected economic conditions. Product returns are provided for in the consolidated financial statements and have historically been within management’s F-14 4 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 4 ] CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS expectations. Allowances for estimated product returns amounted to approximately $1.2 million and $2.0 million at December 31, 2017 and December 31, 2016, respectively. The Company also records estimated reductions to revenue for customer programs and incentive offerings including volume-based incentives. The Company could take actions to increase its customer incentive offerings, which could result in an incremental reduction to revenue at the time the incentive is offered. Product Concentration The Company derives a substantial portion of its revenues from its Workspace Services solutions, which include its XenDesktop and XenApp solutions and related services, and anticipates that these solutions and future derivative solutions and product lines based upon this technology will continue to constitute a majority of its revenue. The Company could experience declines in demand for its Workspace Services solutions and other solutions, whether as a result of general economic conditions, the delay or reduction in technology purchases, new competitive product releases, price competition, and lack of success of its strategic partners, technological change or other factors. Additionally, the Company’s Networking products generate revenues from a limited number of customers. As a result, if the Networking product grouping loses certain customers or one or more such customers significantly decreases its orders, the Company’s business, results of operations and financial condition could be adversely affected. Cost of Net Revenues Cost of product and license revenues consists primarily of hardware, royalties, product media and duplication, manuals, shipping expense, and packaging materials. In addition, the Company is a party to licensing agreements with various entities, which give the Company the right to use certain software code in its solutions or in the development of future solutions in exchange for the payment of fixed fees or amounts based upon the sales of the related product. The licensing agreements generally have terms ranging from one to five years, and generally include renewal options. However, some agreements are perpetual unless expressly terminated. Royalties and other costs related to these agreements are also included in Cost of net revenues. Cost of services and maintenance revenues consists primarily of compensation and other personnel-related costs of providing technical support, consulting, cloud capacity costs, as well as the costs related to providing our SaaS offerings. Also included in Cost of net revenues is amortization and impairment of product related intangible assets. Foreign Currency The functional currency for all of the Company’s wholly-owned foreign subsidiaries is the U.S. dollar. Monetary assets and liabilities of such subsidiaries are remeasured into U.S. dollars at exchange rates in effect at the balance sheet date, and revenues and expenses are remeasured at average rates prevailing during the year. Foreign currency transaction gains and losses are the result of exchange rate changes on transactions denominated in currencies other than the functional currency, including U.S. dollars. The remeasurement of those foreign currency transactions is included in determining net income or loss for the period of exchange. As a result of the Spin-off, accumulated net translation adjustments associated with the GoTo Business recorded in Accumulated other comprehensive loss of $13.4 million were reclassified to Retained earnings during the year ended December 31, 2017. See Note 3 for additional information regarding discontinued operations. Derivatives and Hedging Activities In accordance with the authoritative guidance, the Company records derivatives at fair value as either assets or liabilities on the balance sheet. For derivatives that are designated as and qualify as effective cash flow hedges, the portion of gain or loss on the derivative instrument effective at offsetting changes in the hedged item is reported as a component of Accumulated other comprehensive loss and reclassified into F-15 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS earnings as operating expense, net, when the hedged transaction affects earnings. Derivatives not designated as hedging instruments are adjusted to fair value through earnings as Other income (expense), net, in the period during which changes in fair value occur. The application of the authoritative guidance could impact the volatility of earnings. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes attributing all derivatives that are designated as cash flow hedges to floating rate assets or liabilities or forecasted transactions. The Company also formally assesses, both at the inception of the hedge and on an ongoing basis, whether each derivative is highly effective in offsetting changes in cash flows of the hedged item. Fluctuations in the value of the derivative instruments are generally offset by changes in the hedged item; however, if it is determined that a derivative is not highly effective as a hedge or if a derivative ceases to be a highly effective hedge, the Company will discontinue hedge accounting prospectively for the affected derivative. The Company is exposed to risk of default by its hedging counterparties. Although this risk is concentrated among a limited number of counterparties, the Company’s foreign exchange hedging policy attempts to minimize this risk by placing limits on the amount of exposure that may exist with any single financial institution at a time. Pension Liability The Company provides retirement benefits to certain employees who are not U.S. based. Generally, benefits under these programs are based on an employee’s length of service and level of compensation. The majority of these programs are commonly referred to as termination indemnities, which provide retirement benefits in accordance with programs mandated by the governments of the countries in which such employees work. The Company had accrued $13.2 million and $13.2 million for these pension liabilities at December 31, 2017 and 2016, respectively. Expenses for the programs for 2017, 2016 and 2015 amounted to $2.6 million, $2.5 million and $3.8 million, respectively. Advertising Costs The Company expenses advertising costs as incurred. The Company has advertising agreements with, and purchases advertising from, online media providers to advertise its solutions. The Company also has cooperative advertising agreements with certain distributors and resellers whereby the Company will reimburse distributors and resellers for qualified advertising of Company solutions. Reimbursement is made once the distributor, reseller or provider provides substantiation of qualified expenses. The Company estimates the impact of these expenses and recognizes them at the time of product sales as a reduction of net revenue in the accompanying consolidated statements of income. The total costs the Company recognized related to advertising were approximately $85.6 million, $72.8 million and $70.7 million, during the years ended December 31, 2017, 2016 and 2015, respectively. Income Taxes The Company and one or more of its subsidiaries is subject to United States federal income taxes, as well as income taxes of multiple state and foreign jurisdictions. The Company is currently not subject to a U.S. federal income tax examination. With few exceptions, the Company is no longer subject to U.S., federal, state and local, or non-U.S. income tax examinations by tax authorities for years prior to 2014. In the ordinary course of global business, there are transactions for which the ultimate tax outcome is uncertain; thus, judgment is required in determining the worldwide provision for income taxes. The Company provides for income taxes on transactions based on its estimate of the probable liability. The Company adjusts its provision as appropriate for changes that impact its underlying judgments. Changes that impact provision estimates include such items as jurisdictional interpretations on tax filing positions F-16 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS based on the results of tax audits and general tax authority rulings. Due to the evolving nature of tax rules combined with the large number of jurisdictions in which the Company operates, estimates of its tax liability and the realizability of its deferred tax assets could change in the future, which may result in additional tax liabilities and adversely affect the Company’s results of operations, financial condition and cash flows. The Company is required to estimate its income taxes in each of the jurisdictions in which it operates as part of the process of preparing its consolidated financial statements. The authoritative guidance requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company reviews deferred tax assets periodically for recoverability and makes estimates and judgments regarding the expected geographic sources of taxable income and gains from investments, as well as tax planning strategies in assessing the need for a valuation allowance. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates made by management include the provision for doubtful accounts receivable, the provision to reduce obsolete or excess inventory to net realizable value, the provision for estimated returns, as well as sales allowances, the assumptions used in the valuation of stock-based awards, the assumptions used in the discounted cash flows to mark certain of its investments to market, the valuation of the Company’s goodwill in the event of an acquisition, net realizable value of product related and other intangible assets, the fair value of convertible senior notes, the provision for lease losses, the provision for income taxes and the amortization and depreciation periods for intangible and long-lived assets. While the Company believes that such estimates are fair when considered in conjunction with the consolidated financial position and results of operations taken as a whole, the actual amounts of such items, when known, will vary from these estimates. Accounting for Stock-Based Compensation Plans The Company has various stock-based compensation plans for its employees and outside directors and accounts for stock-based compensation arrangements in accordance with the authoritative guidance, which requires the Company to measure and record compensation expense in its consolidated financial statements using a fair value method. See Note 8 for further information regarding the Company’s stock-based compensation plans. Earnings per Share Basic earnings per share is calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the vesting or exercise of stock awards (calculated using the treasury stock method) during the period they were outstanding and potential dilutive common shares from the conversion spread on the Company’s Convertible Notes. Certain shares under the Company’s stock-based compensation programs were excluded from the computation of diluted earnings per share due to their anti-dilutive effect for the respective periods in which they were outstanding. Additionally, the computation of diluted earnings per share does not include common stock issuable upon the exercise of the Company’s warrants because the effect would have been anti-dilutive. The reconciliation of the numerator and denominator of the earnings per share calculation is presented in Note 15. F-17 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Reclassifications Certain reclassifications of the prior years’ amounts have been made to conform to the current year’s presentation. 3. DISCONTINUED OPERATIONS On January 31, 2017, the Company completed the Spin-off of the GoTo Business. Refer to Note 1 for additional information regarding the Spin-off. The financial results of the GoTo Business are presented as (Loss) income from discontinued operations, net of income tax expense in the consolidated statements of income. The following table presents the financial results of the GoTo Business through the date of the Spin-off for the indicated periods and do not include corporate overhead allocations: Major classes of line items constituting (Loss) Income from discontinued operations related to the GoTo Business: Year Ended December 31, 2017 2016 2015 (in thousands) Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 58,215 $682,185 $629,440 Cost of net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,456 42,759 154,652 140,324 527,533 489,116 Operating expenses: Research and development . . . . . . . . . . . . . . . . . . . . . . . . . Sales, marketing and services . . . . . . . . . . . . . . . . . . . . . . . . General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of other intangible assets . . . . . . . . . . . . . . . . . Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Separation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . (Loss) income from discontinued operations before income 9,108 20,881 7,636 1,176 3,189 40,573 82,563 93,892 209,475 63,270 14,097 3,721 54,084 83,018 189,560 50,068 11,254 1,750 6,173 438,539 341,823 taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (39,804) 2,900 88,994 22,737 147,293 43,065 (Loss) income from discontinued operations, net of income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(42,704) $ 66,257 $104,228 The Company incurred significant costs in connection with the separation of its GoTo Business, which were primarily included in discontinued operations. These costs relate primarily to third-party advisory and consulting services, retention payments to certain employees, incremental stock-based compensation and other costs directly related to the separation of the GoTo Business. During the years ended December 31, 2017, 2016 and 2015, the Company incurred $0.5 million, $2.5 million and $0.2 million of separation costs in continuing operations, which are included in General and administrative expense in the accompanying consolidated statements of income. F-18 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Cyan ] 32 Page CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The assets and liabilities of the GoTo Business have been classified as discontinued operations as of December 31, 2016. Carrying amounts of major classes of assets and liabilities included as part of discontinued operations related to the GoTo Business: Current assets: Assets Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current assets of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other intangible assets, net Deferred tax assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term assets of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total major classes of assets of discontinued operations . . . . . . . . . . . . . . . . . . . . Current liabilities: Liabilities Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of deferred revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current liabilities of discontinued operations . . . . . . . . . . . . . . . . . . . . . Long-term portion of deferred revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities Long-term liabilities of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . Total major classes of liabilities of discontinued operations . . . . . . . . . . . . . . . . . . December 31, 2016 (in thousands) $120,861 44,734 14,094 179,689 81,866 380,917 54,312 18,496 3,340 $538,931 $718,620 $ 11,333 46,088 115,249 172,670 4,224 3,484 $ 7,708 $180,378 As a result of the Spin-off, the Company recorded a $475.2 million reduction in retained earnings which included net assets of $461.8 million as of January 31, 2017. Of this amount, $28.5 million represents cash transferred to the GoTo Business, with the remainder considered a non-cash activity in the consolidated statements of cash flows. The Spin-off also resulted in a reduction of Accumulated other comprehensive loss associated with foreign currency translation adjustments of $13.4 million, which was reclassified to Retained earnings. Citrix and GetGo entered into several agreements in connection with the Spin-off, including a transition services agreement (“TSA”), separation and distribution agreement, tax matters agreement, intellectual property matters agreement, and an employee matters agreement. Pursuant to the TSA, Citrix, GetGo and their respective subsidiaries are providing various services to each other on an interim, transitional basis. Services being provided by Citrix include, among others, finance, information technology and certain other administrative services. The services generally commenced on February 1, 2017 and terminated on February 1, 2018. Billings by Citrix under the TSA were not material during the year ended December 31, 2017. F-19 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side D Cyan ] 32 Page CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. ACQUISITIONS AND DIVESTITURES 2017 Business Combination On January 3, 2017, the Company acquired all of the issued and outstanding securities of Unidesk Corporation (“Unidesk” or the “2017 Business Combination”). Citrix acquired Unidesk to enhance its application management and delivery offerings. The total cash consideration for this transaction was $60.4 million, net of $2.7 million of cash acquired. Transaction costs associated with the acquisition were not significant. Purchase Accounting for the 2017 Business Combination The purchase price for Unidesk was allocated to the acquired net tangible and intangible assets based on estimated fair values as of the date of the acquisition. The allocation of the total purchase price is summarized below (in thousands): Unidesk Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of deferred revenues . . . . . . . . . . . . . . . . . . . . . . . . . . Long term portion of deferred revenues . . . . . . . . . . . . . . . . . . . . . . . . Long-term liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asset Life 4 years Indefinite Purchase Price Allocation $ 5,321 131 39,470 28,601 1,364 90 74,977 2,290 3,042 2,412 4,086 Net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $63,147 Current assets acquired in connection with the Unidesk acquisition consisted primarily of cash, accounts receivable and other short term assets. Current liabilities assumed in connection with the acquisition consisted primarily of accounts payable and other accrued expenses. Long-term liabilities assumed in connection with the acquisition consisted primarily of long-term debt, which was paid in full subsequent to the acquisition date. The goodwill related to the Unidesk acquisition is not deductible for tax purposes and is comprised primarily of expected synergies from combining operations and other intangible assets that do not qualify for separate recognition. The Company has included the effect of the Unidesk acquisition in its results of operations prospectively from the date of acquisition. The effect of the acquisition was not material to the Company’s consolidated results for the periods presented; accordingly, pro forma financial disclosures have not been presented. F-20 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Identifiable intangible assets acquired in connection with the Unidesk acquisition (in thousands) and the weighted-average lives are as follows: Developed technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35,230 4 years Customer contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,240 4 years Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $39,470 Unidesk Asset Life 2016 Business Combination On September 7, 2016, the Company acquired all of the issued and outstanding securities of a privately held company. The acquisition provides a software solution that cuts the cost of desktop and application virtualization and delivers workspace performance by accelerating desktop logon and application response times for any Microsoft Windows-based environment. The total cash consideration for this transaction was approximately $11.5 million, net of $0.8 million cash acquired. Transaction costs associated with the acquisition were not significant. The assets related to this acquisition primarily include $8.2 million of product technology identifiable intangible assets with a 4 year life and goodwill of $4.7 million. 2016 Asset Acquisition On January 8, 2016, the Company acquired certain monitoring technology assets from a privately-held company for total cash consideration of $23.6 million. The acquisition provides a monitoring solution for Citrix’s solutions as it relates to Microsoft Windows applications and desktop delivery. The identifiable intangible assets acquired related primarily to product technologies. 2016 Divestiture On February 29, 2016, the Company sold its CloudPlatform and CloudPortal Business Manager solutions to Persistent Telecom Solutions, Inc. The agreement included contingent consideration in the form of an earnout provision based on revenue for a period of five years following the closing date. Any income associated with the contingent consideration will be recognized if the earnout provisions are met. No earnout provisions were met during the years ended December 31, 2017 and December 31, 2016. Therefore, no income was recognized during the years ended December 31, 2017 and 2016, respectively. 5. INVESTMENTS Available-for-sale Investments Investments in available-for-sale securities at fair value were as follows for the periods ended (in thousands): Description of the Securities December 31, 2017 Gross Unrealized Gains Gross Unrealized Losses Amortized Cost Fair Value Amortized Cost December 31, 2016 Gross Unrealized Gains Gross Unrealized Losses Fair Value Agency securities . . . . . . . $ 441,315 810,444 Corporate securities . . . . . 3,965 Municipal securities . . . . . 367,595 Government securities . . . . Total . . . . . . . . . . . . . . . $1,623,319 $509 268 2 44 $823 $(2,760) $ 439,064 $ 411,963 842,887 807,692 (3,020) 9,989 3,965 (2) 445,083 366,123 (1,516) $ 699 193 3 135 $(1,169) $ 411,493 840,966 (2,114) 9,988 (4) 444,618 (600) $(7,298) $1,616,844 $1,709,922 $1,030 $(3,887) $1,707,065 F-21 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side B Cyan 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 4 ] 4 CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The change in net unrealized (losses) gains on available-for-sale securities recorded in Other comprehensive income (loss) includes unrealized (losses) gains that arose from changes in market value of specifically identified securities that were held during the period, gains (losses) that were previously unrealized, but have been recognized in current period net income due to sales, as well as prepayments of available-for-sale investments purchased at a premium. See Note 16 for more information related to comprehensive income. The average remaining maturities of the Company’s short-term and long-term available-for-sale investments at December 31, 2017 were approximately six months and two years, respectively. Realized Gains and Losses on Available-for-sale Investments For the years ended December 31, 2017 and 2016, the Company had realized gains on the sales of available-for-sale investments of $0.8 million and $1.7 million, respectively. For the years ended December 31, 2017 and 2016, the Company had realized losses on available-for-sale investments of $0.5 million and $0.5 million, respectively, primarily related to sales of these investments during the period. All realized gains and losses related to the sales of available-for-sale investments are included in Other income (expense), net, in the accompanying consolidated statements of income. The Company continues to monitor its overall investment portfolio and if the credit ratings of the issuers of its investments deteriorate or if the issuers experience financial difficulty, including bankruptcy, the Company may be required to make adjustments to the carrying value of the securities in its investment portfolio and recognize impairment charges for declines in fair value that are determined to be other-than-temporary. Unrealized Losses on Available-for-Sale Investments The gross unrealized losses on the Company’s available-for-sale investments that are not deemed to be other-than-temporarily impaired were $7.3 million and $3.9 million as of December 31, 2017 and 2016, respectively. Because the Company does not intend to sell any of its investments in an unrealized loss position and it is more likely than not that it will not be required to sell the securities before the recovery of its amortized cost basis, which may not occur until maturity, it does not consider the securities to be other-than-temporarily impaired. Cost Method Investments The Company held direct investments in privately-held companies of approximately $18.6 million and $19.2 million as of December 31, 2017 and 2016, respectively, which are accounted for based on the cost method and are included in Other assets in the accompanying consolidated balance sheets. The Company periodically reviews these investments for impairment. If the Company determines that an other-than-temporary impairment has occurred, it will write-down the investment to its fair value. The Company determined that certain cost method investments were impaired during 2017, 2016 and 2015 and recorded a total charge of $1.4 million, $1.1 million, and $3.3 million, respectively, which is included in Other income (expense), net in the accompanying consolidated statements of income. During 2017, 2016 and 2015, certain companies in which the Company held direct investments were acquired by third parties and as a result of these sales transactions the Company recorded gains of $2.6 million, $1.7 million and $8.7 million, respectively, which was included in Other income (expense), net in the accompanying consolidated statements of income. See Note 6 for more information. 6. FAIR VALUE MEASUREMENTS The authoritative guidance defines fair value as an exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on F-22 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 4 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 5 CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: • • • Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2. or indirectly; and Inputs, other than the quoted prices in active markets, that are observable either directly Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Available-for-sale securities included in Level 2 are valued utilizing inputs obtained from an independent pricing service (the “Service”) which uses quoted market prices for identical or comparable instruments rather than direct observations of quoted prices in active markets. The Service applies a four level hierarchical pricing methodology to all of the Company’s fixed income securities based on the circumstances. The hierarchy starts with the highest priority pricing source, then subsequently uses inputs obtained from other third-party sources and large custodial institutions. The Service’s providers utilize a variety of inputs to determine their quoted prices. These inputs may include interest rates, known historical trades, yield curve information, benchmark data, prepayment speeds, credit quality and broker/dealer quotes. Substantially all of the Company’s available-for-sale investments are valued utilizing inputs obtained from the Service and accordingly are categorized as Level 2 in the table below. The Company periodically independently assesses the pricing obtained from the Service and historically has not adjusted the Service’s pricing as a result of this assessment. Available-for-sale securities are included in Level 3 when relevant observable inputs for a security are not available. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy. In certain instances, the inputs used to measure fair value may meet the definition of more than one level of the fair value hierarchy. The input with the lowest level priority is used to determine the applicable level in the fair value hierarchy. 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 5 ] F-23 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis As of December 31, 2017 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Money market funds . . . . . . . . . . . . . . . . . . Corporate securities . . . . . . . . . . . . . . . . . . . $ 556,520 555,826 2,784 $ 556,520 555,826 — $ — — 2,784 Available-for-sale securities: Agency securities . . . . . . . . . . . . . . . . . . . . . Corporate securities . . . . . . . . . . . . . . . . . . . Municipal securities . . . . . . . . . . . . . . . . . . . Government securities . . . . . . . . . . . . . . . . . 439,064 807,692 3,965 366,123 — — — — 439,064 807,299 3,965 366,123 Prepaid expenses and other current assets: Foreign currency derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets 2,498 $2,734,472 — $1,112,346 2,498 $1,621,733 Accrued expenses and other current liabilities: Foreign currency derivatives . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . $ 814 814 $ — — $ 814 814 $ — — — — 393 — — — $393 — $ — 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Money market funds . . . . . . . . . . . . . . . . . . Corporate securities . . . . . . . . . . . . . . . . . . . $ 528,637 224,765 82,693 $528,637 224,765 — $ — — 82,693 Available-for-sale securities: Agency securities . . . . . . . . . . . . . . . . . . . . . Corporate securities . . . . . . . . . . . . . . . . . . . Municipal securities . . . . . . . . . . . . . . . . . . . Government securities . . . . . . . . . . . . . . . . . 411,493 840,966 9,988 444,618 — — — — 411,493 839,968 9,988 444,618 Prepaid expenses and other current assets: Foreign currency derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets 2,506 $2,545,666 — $753,402 2,506 $1,791,266 Accrued expenses and other current liabilities: Foreign currency derivatives . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,435 4,435 $ — — $ 4,435 4,435 $ — — — — 998 — — — $998 — $ — F-24 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s fixed income available-for-sale security portfolio generally consists of investment grade securities from diverse issuers with a minimum credit rating of A-/A3 and a weighted-average credit rating of AA-/Aa3. The Company values these securities based on pricing from the Service, whose sources may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value, and accordingly, the Company classifies all of its fixed income available-for-sale securities as Level 2. The Company measures its cash flow hedges, which are classified as Prepaid expenses and other current assets and Accrued expenses and other current liabilities, at fair value based on indicative prices in active markets (Level 2 inputs). Assets Measured at Fair Value on a Non-recurring Basis Using Significant Unobservable Inputs (Level 3) During 2017, certain cost method investments with a combined carrying value of $2.6 million were determined to be impaired and written down to their fair values of $1.2 million, resulting in impairment charges of $1.4 million. During 2016, certain cost method investments with a combined carrying value of $1.2 million were determined to be impaired and have been written down to their fair values of $0.1 million resulting in impairment charges of $1.1 million. The impairment charges are included in Other income (expense), net in the accompanying consolidated statements of income for the years ended December 31, 2017 and 2016. In determining the fair values of cost method investments, the Company considers many factors including but not limited to operating performance of the investee, the amount of cash that the investee has on-hand, the ability to obtain additional financing and the overall market conditions in which the investee operates. The fair value of the cost method investments represent a Level 3 valuation as the assumptions used in valuing these investments were not directly or indirectly observable. See Note 5 for more information regarding cost method investments. For certain intangible assets where the unamortized balances exceeded the undiscounted future net cash flows, the Company measures the amount of the impairment by calculating the amount by which the carrying values exceed the estimated fair values, which are based on projected discounted future net cash flows. These non-recurring fair value measurements are categorized as Level 3 significant unobservable inputs. See Note 2 to the Company’s consolidated financial statements for detailed information related to Goodwill and Other Intangible Assets. Additional Disclosures Regarding Fair Value Measurements The carrying value of accounts receivable, accounts payable and accrued expenses approximate their fair value due to the short maturity of these items. On November 15, 2017, the Company issued $750.0 million of unsecured senior notes due December 1, 2027 (the “2027 Notes”). As of December 31, 2017, the fair value of the 2027 Notes and Convertible Notes, which was determined based on inputs that are observable in the market (Level 2) based on the closing trading price per $100 as of the last day of trading for the year ended December 31, 2017, and carrying value of debt instruments (carrying value excludes the equity component of the Company’s Convertible Notes classified in equity) was as follows (in thousands): 2027 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 764,325 $ 741,150 Convertible Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,868,944 $1,386,324 Fair Value Carrying Value See Note 13 for more information on the 2027 Notes and Convertible Notes. F-25 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses consist of the following: December 31, 2017 2016 (In thousands) Accrued compensation and employee benefits . . . . . . . . . . . . . . . . . . . . $161,049 $143,666 Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116,630 113,133 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $277,679 $256,799 8. EMPLOYEE STOCK-BASED COMPENSATION AND BENEFIT PLANS Plans The Company’s stock-based compensation program is a long-term retention program that is intended to attract and reward talented employees and align stockholder and employee interests. As of December 31, 2017, the Company had one stock-based compensation plan under which it was granting equity awards. The Company is currently granting stock-based awards from its Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”), which was approved at the Company’s Annual Meeting of Stockholders on June 22, 2017. In connection with certain of the Company’s acquisitions, the Company has assumed certain plans from acquired companies. The Company’s Board of Directors has provided that no new awards will be granted under the Company’s acquired stock plans. Awards previously granted under the Company’s superseded stock plans that are still outstanding typically expire between five and ten years from the date of grant and will continue to be subject to all the terms and conditions of such plans, as applicable. The Company’s superseded stock plans with outstanding awards include the Amended and Restated 2005 Equity Incentive Plan (“2005 Plan”). Under the terms of the 2014 Plan, the Company is authorized to grant incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), non-vested stock, non-vested stock units, stock appreciation rights (“SARs”), and performance units and to make stock-based awards to full and part-time employees of the Company and its subsidiaries or affiliates, where legally eligible to participate, as well as to consultants and non-employee directors of the Company. SARs and ISOs are not currently being granted. Currently, the 2014 Plan provides for the issuance of 46,000,000 shares of common stock. In addition, shares of common stock underlying any awards granted under the Company’s 2014 Plan or the 2005 Plan that are forfeited, canceled or otherwise terminated (other than by exercise) are added to its shares of common stock available for issuance under the 2014 Plan. Under the 2014 Plan, NSOs must be granted at exercise prices no less than fair market value on the date of grant. Non-vested stock awards may be granted for such consideration in cash, other property or services, or a combination thereof, as determined by the Company’s Compensation Committee of its Board of Directors. Stock-based awards are generally exercisable or issuable upon vesting. The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. As of December 31, 2017, there were 28,197,138 shares of common stock reserved for issuance pursuant to the Company’s stock-based compensation plans, including authorization under its 2014 Plan to grant stock-based awards covering 23,521,681 shares of common stock. In connection with the completion of the Spin-off, these awards were modified as described below. In December 2014, the Company’s Board of Directors approved the 2015 Employee Stock Purchase Plan (the “2015 ESPP”), which was approved by stockholders at the Company’s Annual Meeting of Stockholders held on May 28, 2015. Under the 2015 ESPP, all full-time and certain part-time employees of the Company are eligible to purchase common stock of the Company twice per year at the end of a six-month payment period (a “Payment Period”). During each Payment Period, eligible employees who so elect may authorize payroll deductions in an amount no less than 1% nor greater than 10% of his or her F-26 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Cyan ] 32 Page CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS base pay for each payroll period in the Payment Period. At the end of each Payment Period, the accumulated deductions are used to purchase shares of common stock from the Company up to a maximum of 12,000 shares for any one employee during a Payment Period. Shares are purchased at a price equal to 85% of the fair market value of the Company’s common stock, on either the first business day of the Payment Period or the last business day of the Payment Period, whichever is lower. Employees who, after exercising their rights to purchase shares of common stock in the 2015 ESPP, would own shares representing 5% or more of the voting power of the Company’s common stock, are ineligible to continue to participate under the 2015 ESPP. The 2015 ESPP provides for the issuance of a maximum of 16,000,000 shares of common stock. As of December 31, 2017, 1,260,420 shares have been issued under the 2015 ESPP. The Company recorded stock-based compensation costs related to its employee stock purchase plans of $10.0 million, $7.5 million and $6.5 million for the years ended December 31, 2017, 2016 and 2015, respectively. The Company used the Black-Scholes model to estimate the fair value of the 2015 ESPP awards with the following weighted-average assumptions: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Expected volatility factor . . . . . . . . . . . . . Risk free interest rate . . . . . . . . . . . . . . . . Expected dividend yield . . . . . . . . . . . . . . Expected life (in years) . . . . . . . . . . . . . . . 0.27 – 0.29 0.27 – 0.41 0.60% – 1.12% 0.25% – 0.42% 0% 0.5 0% 0.5 0.35 0.25% 0% 0.5 The Company determined the expected volatility factor by considering the implied volatility in six-month market-traded options of the Company’s common stock based on third party volatility quotes. The Company’s decision to use implied volatility was based upon the availability of actively traded options on the Company’s common stock and its assessment that implied volatility is more representative of future stock price trends than historical volatility. The risk-free interest rate was based on a U.S. Treasury instrument whose term is consistent with the expected term of the stock options. The Company’s expected dividend yield input was zero as it has not historically paid, nor expects in the future to pay, cash dividends on its common stock. The expected term is based on the term of the purchase period for grants made under the ESPP. Modifications of Share-Based Awards In connection with the completion of the Spin-off, the terms of the Company’s existing stock-based compensation arrangements required adjustments to the number and exercise price of outstanding stock options, non-vested stock units, non-vested stock, performance units, and other share-based awards to preserve the intrinsic value of the awards immediately before and after the Spin-off. The outstanding awards continue to vest over the original vesting periods. Certain outstanding awards at the time of the Spin-off held by employees of the GoTo Business were forfeited at the time of the separation. The stock awards held as of January 31, 2017 were adjusted as follows: • • • The number of shares of common stock subject to each outstanding stock option was increased and the corresponding exercise price was decreased to maintain the intrinsic value of each outstanding stock option immediately before and after the Spin-off. There was no incremental expense related to this adjustment. The number of shares of common stock underlying each outstanding non-vested stock unit and performance unit was increased to preserve the intrinsic value of such award immediately prior to the Spin-off. The opening prices of the performance units granted in 2015 and 2016 were adjusted to reflect the value of the shares of LogMeIn stock distributed to the Company’s stockholders as a result of the F-27 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Cyan ] 32 Page CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Spin-off. These adjustments resulted in $6.5 million in incremental compensation expense to be recognized over the remaining vesting life of the underlying awards. Expense Information As required by the authoritative guidance prior to January 1, 2017, the Company estimated forfeitures of stock awards and recognized compensation costs only for those awards expected to vest. Forfeiture rates were determined based on historical experience. The Company also considered whether there had been any significant changes in facts and circumstances that would affect its forfeiture rate quarterly. Estimated forfeitures were adjusted to actual forfeiture experience as needed. Subsequent to January 1, 2017, in connection with the adoption of an accounting standard update, the Company made a policy election to account for forfeitures as they occur rather than on an estimated basis. See Note 18 for additional information on recent accounting pronouncements. The Company recorded stock-based compensation costs, related deferred tax assets and tax benefits of $165.1 million, $46.1 million and $72.9 million, respectively, in 2017, $152.7 million, $53.5 million and $64.7 million, respectively, in 2016 and $128.3 million, $40.2 million and $50.5 million, respectively, in 2015. The detail of the total stock-based compensation recognized by income statement classification is as follows (in thousands): Income Statement Classifications Cost of services and maintenance revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Research and development Sales, marketing and services . . . . . . . . . . . . . . . . . . . . . . . . General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . $ 2017 4,281 47,291 55,173 58,375 $ 2016 2,179 38,578 48,514 63,468 $ 2015 1,924 38,910 45,041 42,387 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $165,120 $152,739 $128,262 Non-vested Stock Units Market Performance and Service Condition Stock Units In March 2017, the Company granted senior level employees non-vested stock unit awards representing, in the aggregate, 275,148 non-vested stock units that vest based on certain target performance and service conditions. The number of non-vested stock units underlying the award will be determined within sixty days of the three-year performance period ending December 31, 2019. The attainment level under the award will be based on the Company’s relative total return to stockholders over the performance period compared to a pre-established custom index group. If the Company’s relative total return to stockholders is between the 41st percentile and the 80th percentile when compared to the index companies, the number of non-vested stock units earned will be based on interpolation. The maximum number of non-vested stock units that may vest pursuant to the awards is capped at 200% of the target number of non-vested stock units set forth in the award agreement and is earned if the Company’s relative total return to stockholders when compared to the index companies is at or greater than the 80th percentile. If the Company’s total return to stockholders is negative, the number of non-vested stock units earned will be no more than 100% regardless of the Company’s relative total return to stockholders compared to the index companies. If the awardee is not employed by the Company at the end of the performance period, the extent to which the awardee will vest in the award, if at all, is dependent upon the timing and character of the termination as provided in the award agreement. Each non-vested stock unit, upon vesting, represents the right to receive one share of the Company’s common stock. F-28 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In January 2016, the Company granted its former Chief Executive Officer 220,235 non-vested stock units that vest based on certain target performance conditions; and in March 2016, the Company granted senior level employees 234,816 non-vested stock units that vest based on certain target performance conditions. These awards were modified as described above as a result of the Spin-off. The attainment level under the awards will be based on the Company’s compound annualized total return to stockholders over a three-year performance period, with 100% of such stock units earned if the Company achieves total shareholder return of 10% over the performance period. Further, if the Company achieves annualized total shareholder return of less than 10% during the performance period, the awardees may earn all or a portion of the target award, but not in excess of 100% of such stock units, depending upon the Company’s relative total shareholder return compared to companies listed in the S&P Computer Software Select Index. If the Company’s compound annualized total shareholder return is 5% or above, the number of non-vested stock units earned will be based on interpolation, with the maximum number of non-vested stock units earned capped at 200% of the target number of non-vested stock units for a compound annualized total return to stockholders of 30% over a three-year performance period as set forth in the award agreement. Within sixty days following an interim measurement period of 18 months, the Compensation Committee will determine the number of restricted stock units that would be deemed earned based on performance to date, and up to 33% of the target award may be earned based on such performance; however, any stock units that are deemed earned will remain subject to continued service vesting until the end of the three-year performance period, or a change in control, if earlier. Within sixty days following the conclusion of the performance period, the Company’s Compensation Committee will determine the number of restricted stock units that would vest upon the final day of the performance period based on the Company’s performance during the period and in accordance with the terms of the award. On the vesting date, the greater of the full period restricted stock units, or the interim earned restricted stock units, will vest in one installment. In March 2015, the Company granted senior level employees non-vested stock unit awards representing, in the aggregate, 393,464 non-vested stock units that vest based on certain target market performance and service conditions. The number of non-vested stock units underlying each award will be determined within sixty days of the calendar year following the end of a three-year performance period ending December 31, 2017. The attainment level under the award will be based on the Company’s total return to stockholders over the performance period compared to the return on the Nasdaq Composite Total Return Index (the “XCMP”). If the Company’s return is positive and meets or exceeds the indexed return, the number of non-vested stock units earned will be based on interpolation, with the maximum number of non-vested stock units earned pursuant to the award capped at 200% of the target number of non-vested stock units set forth in the award agreement if the Company’s return exceeds the indexed return by 40% or more. If the Company’s return over the performance period is positive but underperforms the index, a number of non-vested stock units will be issued, below the target award, based on interpolation; however, no non-vested stock units will be issued if the Company’s return underperforms the index by more than 20% over the performance period. In the event the Company’s return to stockholders is negative but still meets or exceeds the indexed return, only 75% of the target award shall be issued. If the awardee is not employed by the Company at the end of the performance period; the extent to which the awardee will vest in the award, if at all, is dependent upon the timing and character of the termination as provided in the award agreement. Each non-vested stock unit, upon vesting, represents the right to receive one share of the Company’s common stock. The performance metric under the March 2015 award was met, therefore awards vested as of December 31, 2017. The market condition requirements are reflected in the grant date fair value of the award, and the compensation expense for the award will be recognized assuming that the requisite service is rendered regardless of whether the market conditions are achieved. The grant date fair value of the non-vested performance stock unit awards was determined through the use of a Monte Carlo simulation model, which utilized multiple input variables that determined the probability of satisfying the market condition requirements applicable to each award as follows: F-29 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Cyan 5 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 5 ] CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 2017 Grant March 2016 Grant January 2016 Grant March 2015 Grant Expected volatility factor . . . . . . . . . . . . . 0.27 – 0.32 0.29 – 0.39 0.29 – 0.37 0.14 – 0.29 Risk free interest rate . . . . . . . . . . . . . . . Expected dividend yield . . . . . . . . . . . . . . 1.48% 0% 0.91% 0% 1.10% 0% 0.85% 0% For the March 2017 grant, the range of expected volatilities utilized was based on the historical volatilities of the Company’s common stock and the average of its peer group. The Company chose to use historical volatility to value these awards because historical stock prices were used to develop the correlation coefficients between the Company and its peer group in order to model the stock price movements. The volatilities used were calculated over the most recent 2.75 year period, which is commensurate with the awards’ performance period at the date of grant. The risk free interest rate was based on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms equivalent to the performance period. The Company does not intend to pay dividends on its common stock in the foreseeable future. Accordingly, the Company used a dividend yield of zero in its model. The estimated fair value of each award as of the date of grant was $104.05. For the March 2016 and January 2016 grants, the range of expected volatilities utilized was based on the historical volatilities of the Company’s common stock and the average of its peer group. The Company chose to use historical volatility to value these awards because historical stock prices were used to develop the correlation coefficients between the Company and its peer group in order to model the stock price movements. The volatilities used were calculated over a 3.00 year period, which is commensurate with the awards’ performance period at the date of grant. The risk free interest rate was based on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms equivalent to the performance period. The Company does not intend to pay dividends on its common stock in the foreseeable future. Accordingly, the Company used a dividend yield of zero in its model. The estimated fair value of each award as of the date of grant was $66.18 for the March 2016 grant and $49.68 for the January 2016 grant. For the March 2015 grant, the range of expected volatilities utilized was based on the historical volatilities of the Company’s common stock and the XCMP. The Company chose to use historical volatility to value these awards because historical stock prices were used to develop the correlation coefficients between the Company and the XCMP in order to model the stock price movements. The volatilities used were calculated over the most recent 2.76 year period, which is commensurate with the awards’ performance period at the date of grant. The risk free interest rate was based on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms equivalent to the performance period. The Company does not intend to pay dividends on its common stock in the foreseeable future. Accordingly, the Company used a dividend yield of zero in its model. The estimated fair value of each award as of the date of grant was $61.01 for the March 2015 grant. Service Based Stock Units The Company also awards senior level employees, certain other employees and new non-employee directors, non-vested stock units granted under the 2014 Plan that vest based on service. The majority of these non-vested stock unit awards generally vest 33.33% on each anniversary subsequent to the date of the award. The Company also assumes non-vested stock units in connection with certain of its acquisitions. The assumed awards have the same three year vesting schedule. Each non-vested stock unit, upon vesting, represents the right to receive one share of the Company’s common stock. In addition, the Company awards non-vested stock units to all of its continuing non-employee directors. These awards vest monthly in 12 equal installments based on service and, upon vesting, each stock unit represents the right to receive one share of the Company’s common stock. F-30 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Cyan ] 5 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 5 CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Company Performance Stock Units On August 1, 2017, the Company awarded certain senior level employees non-vested performance stock units granted under the 2014 Plan. The number of non-vested stock units underlying each award will be determined within sixty days of the calendar year following completion of the performance period ending December 31, 2019 and will be based on achievement of specific corporate financial performance goals related to non-GAAP net operating margin and cloud bookings targets that are expected to be defined in the first quarter of 2018. The number of non-vested stock units issued will be based on a graduated slope, with the maximum number of non-vested stock units issuable pursuant to the award capped at 200% of the base number of non-vested stock units set forth in the award agreement. The Company is required to estimate the attainment expected to be achieved related to the defined performance goals and the number of non-vested stock units that will ultimately be awarded in order to recognize compensation expense over the vesting period. Each non-vested stock unit, upon vesting, represents the right to receive one share of the Company’s common stock. If the performance goals are not met, no compensation cost will be recognized and any previously recognized compensation cost will be reversed. Since the non-GAAP net operating margin and cloud bookings targets have not been determined yet, the awards are not considered outstanding for GAAP purposes as the Company and the employees have not reached a mutual understanding of the key terms and conditions of the award. Therefore, no compensation expense has been recorded to date on these awards. Compensation expense will begin once the targets are set and will be recorded through the end of the performance period on December 31, 2019 if it is deemed probable that the targets will be met. The following table summarizes the Company’s non-vested stock unit activity for the year ended December 31, 2017: Non-vested stock units at December 31, 2016 . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustment due to the Spin-Off of the GoTo Business Number of Shares 4,391,836 3,155,701 (2,259,454) (1,592,566) 927,029 Non-vested stock units at December 31, 2017 . . . . . . . . . . . . . . . . 4,622,546 Weighted-Average Fair Value at Grant Date $70.67 86.41 66.39 55.42 5.57 82.83 For the years ended December 31, 2017, 2016 and 2015, the Company recognized stock-based compensation expense of $149.8 million, $135.7 million and $117.9 million, respectively, related to non-vested stock units. The fair value of the non-vested stock units released in 2017, 2016, and 2015 was $150.0 million, $163.8 million and $132.9 million, respectively. As of December 31, 2017, there was $245.5 million of total unrecognized compensation cost related to non-vested stock units. The unrecognized cost is expected to be recognized over a weighted-average period of 1.75 years. Benefit Plan The Company maintains a 401(k) benefit plan allowing eligible U.S.-based employees to contribute up to 90% of their annual eligible earnings to the plan on a pretax and after-tax basis, including Roth contributions, limited to an annual maximum amount as set periodically by the IRS. The Company, at its discretion, may contribute up to $0.50 for each dollar of employee contribution. The Company’s total matching contribution to an employee is typically made at 3% of the employee’s annual compensation. The Company’s matching contributions were $13.7 million, $14.0 million and $12.1 million in 2017, 2016 and 2015, respectively. Prior to June 2015, the Company’s contributions vested over a four-year period at 25% per year. Effective in June 2015, all matching contributions vest immediately. F-31 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. CAPITAL STOCK Stock Repurchase Programs The Company’s Board of Directors authorized an ongoing stock repurchase program with a total repurchase authority granted to the Company of $8.5 billion, of which $500.0 million was approved in January 2017 and an additional $1.7 billion was approved in November 2017. The Company may use the approved dollar authority to repurchase stock at any time until the approved amount is exhausted. The objective of the Company’s stock repurchase program is to improve stockholders’ returns. At December 31, 2017, approximately $1.43 billion was available to repurchase common stock pursuant to the stock repurchase program. All shares repurchased are recorded as treasury stock. A portion of the funds used to repurchase stock over the course of the program was provided by net proceeds from the Convertible Notes offering, as well as proceeds from employee stock option exercises and the related tax benefit. The Company is authorized to make open market purchases of its common stock using general corporate funds through open market purchases, pursuant to a Rule 10b5-1 plan or in privately negotiated transactions. During the year ended December 31, 2017, the Company expended approximately $575.0 million on open market purchases under the stock repurchase program, repurchasing 7,384,368 shares of outstanding common stock at an average price of $77.86. In addition to the repurchases described above, the Company used the net proceeds from the 2027 Notes offering to repurchase an aggregate of approximately $750.0 million of shares of its common stock as authorized under the Company’s share repurchase program. The Company paid $750.0 million to Citibank N.A. (the “ASR Counterparty”) under the Accelerated Share Repurchase (“ASR”) agreement and received approximately 7.1 million shares of its common stock from the ASR Counterparty, which represents 80 percent of the shares pursuant to the ASR agreement. The total number of shares of common stock that the Company will repurchase under the ASR agreement will be based on the average of the daily volume-weighted average prices of the common stock during the term of the ASR agreement, less a discount. At settlement, the ASR Counterparty may be required to deliver additional shares of the Company’s common stock to the Company or, under certain circumstances, the Company may be required to deliver shares of its common stock or make a cash payment to the ASR Counterparty. Final settlement of the ASR agreement was completed in January 2018 and the Company received delivery of 1,371,495 additional shares of its common stock. During the year ended December 31, 2016, the Company expended approximately $28.7 million on open market purchases under the stock repurchase program, repurchasing 426,300 shares of outstanding common stock at an average price of $67.30. During the year ended December 31, 2015, the Company expended approximately $755.7 million on open market purchases under the stock repurchase program, repurchasing 10,716,850 shares of outstanding common stock at an average price of $70.52. Shares for Tax Withholding During the years ended December 31, 2017, 2016 and 2015, the Company withheld 974,501 shares, 830,155 shares and 679,694 shares, respectively, from equity awards that vested. Amounts withheld to satisfy minimum tax withholding obligations that arose on the vesting of equity awards was $80.0 million, $66.6 million and $46.3 million, for 2017, 2016 and 2015, respectively. These shares are reflected as treasury stock in the Company’s consolidated balance sheets and the related cash outlays do not reduce the Company’s total stock repurchase authority. Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock, $0.01 par value per share. No shares of such preferred stock were issued and outstanding at December 31, 2017 or 2016. F-32 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. COMMITMENTS AND CONTINGENCIES Leases The Company leases certain office space and equipment under various operating leases. In addition to rent, the leases require the Company to pay for taxes, insurance, maintenance and other operating expenses. Certain of these leases contain stated escalation clauses while others contain renewal options. The Company recognizes rent expense on a straight-line basis over the term of the lease, excluding renewal periods, unless renewal of the lease is reasonably assured. Rental expense for the year ended December 31, 2017 totaled approximately $64.3 million, of which $9.7 million related to charges for the consolidation of leased facilities related to restructuring activities. Rental expense for the year ended December 31, 2016 totaled approximately $84.6 million, of which $28.9 million related to charges for the consolidation of leased facilities related to restructuring activities. Rental expense for the year ended December 31, 2015 totaled approximately $89.9 million, of which $22.1 million related to charges for the consolidation of leased facilities related to restructuring activities. Sublease income for the years ended December 31, 2017, 2016 and 2015 was approximately $0.2 million, $0.2 million and $0.2 million, respectively. Lease commitments under non-cancelable operating leases with initial or remaining terms in excess of one year and sublease income associated with non-cancelable subleases, are as follows: Operating Leases Sublease Income (In thousands) Years ending December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 56,736 53,288 44,789 37,341 33,547 114,333 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $340,034 $204 — — — — — $204 Liabilities for Loss on Lease Obligations The Company recognizes liabilities for costs that will continue to be incurred under operating lease obligations for their remaining terms without economic benefit to the Company. The liabilities are measured and recorded at their fair values as of the cease-use date (the date the Company vacates the leased space and no longer derives economic benefit from the leases). The liabilities are included in Accrued expenses and other current liabilities and Other long-term liabilities in the consolidated balance sheets and the related expense is included in Restructuring expenses in the consolidated statements of income. The fair values of the liabilities are determined by discounting certain future cash flows related to the leases using a credit-adjusted risk-free interest rate as of the cease-use date (Level 3). The future cash flows that are discounted include the remaining base rentals due under the leases, reduced by the estimated sublease rentals that could be reasonably obtained for the properties even if the Company has no intention to enter into a sublease. The estimate of sublease rentals may change, which would require future changes to the liabilities for loss on lease obligations. As of December 31, 2017, the Company’s liabilities for loss on lease obligations total approximately $38.7 million, of which approximately $34.9 million relates to the Company’s Santa Clara office. The calculation of these liabilities requires judgment in estimating the timing of securing subleases for the vacant space, as well as the terms of possible subleases, including the length of the sublease periods, F-33  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS sublease rentals, rent concessions and other tenant incentives. While the Company believes that the assumptions used in the calculation of these liabilities are reasonable, due to the inherent uncertainties related to such assumptions, there can be no assurance that the Company will be able to secure such subleases within the timing assumed in its calculations, or at all, and with terms consistent with the assumptions used. In the Company’s Santa Clara office, if the price per square foot assumption were to change by $0.50 or approximately 18%, it would impact the estimate of sublease rentals, which would result in a change of $5.6 million to the liabilities for loss on lease obligation. Legal Matters The Company accrues a liability for legal contingencies when it believes that it is both probable that a liability has been incurred and that it can reasonably estimate the amount of the loss. The Company reviews these accruals and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel and other relevant information. To the extent new information is obtained and the Company’s views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period in which such determination is made. In addition, in accordance with the relevant authoritative guidance, for matters in which the likelihood of material loss is at least reasonably possible, the Company provides disclosure of the possible loss or range of loss. If a reasonable estimate cannot be made, however, the Company will provide disclosure to that effect. Due to the nature of the Company’s business, the Company is subject to patent infringement claims, including current suits against it or one or more of its wholly-owned subsidiaries alleging infringement by various Company solutions and services. The Company believes that it has meritorious defenses to the allegations made in its pending cases and intends to vigorously defend these lawsuits; however, it is unable currently to determine the ultimate outcome of these or similar matters or the potential exposure to loss, if any. In addition, the Company is a defendant in various litigation matters generally arising out of the normal course of business. Although it is difficult to predict the ultimate outcomes of these cases, the Company believes that it is not reasonably possible that the ultimate outcomes will materially and adversely affect its business, financial position, results of operations or cash flows. Guarantees The authoritative guidance requires certain guarantees to be recorded at fair value and requires a guarantor to make disclosures, even when the likelihood of making any payments under the guarantee is remote. For those guarantees and indemnifications that do not fall within the initial recognition and measurement requirements of the authoritative guidance, the Company must continue to monitor the conditions that are subject to the guarantees and indemnifications, as required under existing generally accepted accounting principles, to identify if a loss has been incurred. If the Company determines that it is probable that a loss has been incurred, any such estimable loss would be recognized. The initial recognition and measurement requirements do not apply to the provisions contained in the majority of the Company’s software license agreements that indemnify licensees of the Company’s software from damages and costs resulting from claims alleging that the Company’s software infringes the intellectual property rights of a third party. The Company has not made material payments pursuant to these provisions as of December 31, 2017. The Company has not identified any losses that are probable under these provisions and, accordingly, the Company has not recorded a liability related to these indemnification provisions. Purchase Obligations The Company has agreements with suppliers to purchase inventory and estimates its non-cancelable obligations under these agreements for the fiscal year ended December 31, 2018 to be approximately $6.3 million. The Company also has contingent obligations to purchase inventory for the fiscal year ended December 31, 2018 of approximately $19.4 million. The Company does not have any purchase obligations beyond December 31, 2018. F-34  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. INCOME TAXES On December 22, 2017, President Donald Trump signed the Tax Cuts and Jobs Act (the “2017 Tax Act”) into law effective January 1, 2018. The 2017 Tax Act significantly revised the U.S. tax code by, in part but not limited to: reducing the U.S. corporate maximum tax rate from 35% to 21%, imposing a mandatory one-time transition tax on certain un-repatriated earnings of foreign subsidiaries, modifying executive compensation deduction limitations, and repealing the deduction for domestic production activities. Under Accounting Standards Codification 740, Income Taxes, the Company must recognize the effects of tax law changes in the period in which the new legislation is enacted. The SEC staff acknowledged the challenges companies face incorporating the effects of the 2017 Tax Act by their financial reporting deadlines. In response, on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete accounting for certain income tax effects of the 2017 Tax Act. As of December 31, 2017, the Company recorded a provisional income tax charge of $64.8 million for the re-measurement of its U.S. deferred tax assets and liabilities because of the federal corporate tax rate reduction from 35% to 21%. The Company recorded a provisional income tax charge of $364.6 million for the transition tax on deemed repatriation of deferred foreign income. The Company also provisionally accounted for the modified executive compensation deduction limitations pursuant to the 2017 Tax Act as of December 31, 2017. The Company considers the accounting of the transition tax, deferred tax re-measurements and its ongoing analysis of final year-end data and tax positions to be estimates. The provisional amounts recorded are based on the Company’s current interpretation and understanding of the 2017 Tax Act and may change as the Company receives additional clarification and implementation guidance and finalizes their analysis of all impacts and positions with regard to the 2017 Tax Act. The Company will continue to gather and evaluate the data and guidance to refine the income tax impact of the 2017 Tax Act. Pursuant to SAB 118, the Company will complete the accounting for the tax effects of all of the provisions of the 2017 Tax Act within the required measurement period not to extend beyond one year from the enactment date. The United States and foreign components of income before income taxes are as follows: 2017 United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 78,897 471,449 $550,346 The components of the provision for income taxes are as follows: 2016 (In thousands) $ 59,344 468,426 $527,770 2015 $(135,978) 300,562 $ 164,584 2017 2016 (In thousands) 2015 Current: Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current $374,602 56,526 3,075 434,203 $ 18,832 52,978 7,759 79,569 $(12,450) 40,613 6,523 34,686 Deferred: Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,842 (5,468) 46,784 94,158 $528,361 (7,688) (3,139) (10,827) (21,654) $ 57,915 (69,104) (2,991) (13,140) (85,235) $(50,549) F-35 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the breakdown of net deferred tax assets: December 31, 2017 2016 (In thousands) Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $152,362 $233,900 Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (237) (1,472) Total net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $152,125 $232,428 The significant components of the Company’s deferred tax assets and liabilities consisted of the following: December 31, 2017 2016 (In thousands) Deferred tax assets: Accruals and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net operating losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30,317 65,016 80,772 36,674 21,714 — 4,939 — (76,789) $ 41,094 95,969 50,072 41,986 34,349 557 1,933 267 (14,156) Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162,643 252,071 Deferred tax liabilities: Acquired technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,882) (7,414) (222) (8,524) (11,119) — Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,518) (19,643) Total net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $152,125 $232,428 The authoritative guidance requires a valuation allowance to reduce the deferred tax assets reported if it is not more likely than not that some portion or all of the deferred tax assets will be realized. At December 31, 2017, the Company determined a $76.8 million valuation allowance was necessary, which relates to deferred tax assets for net operating losses and tax credits that may not be realized. At December 31, 2017, the Company retained $135.9 million of remaining net operating loss carry forwards in the United States from acquisitions. The utilization of these net operating loss carry forwards are limited in any one year pursuant to Internal Revenue Code Section 382 and may begin to expire in 2018. At December 31, 2017, the Company held $47.2 million of remaining net operating loss carry forwards in foreign jurisdictions that do not expire. At December 31, 2017, the Company held $108.6 million of federal and state research and development tax credit carry forwards in the United States, a portion of which may begin to expire in 2018. F-36 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows: Year Ended December 31, 2017 2016 Federal statutory taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35.0% 35.0% State income taxes, net of federal tax benefit . . . . . . . . . . . . . . . . . . 2.1 Foreign operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20.0) Permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The 2017 Tax Act – tax rate impact on deferred taxes . . . . . . . . . . . . The 2017 Tax Act – transition tax . . . . . . . . . . . . . . . . . . . . . . . . . . Change in valuation allowance reserve . . . . . . . . . . . . . . . . . . . . . . . Change in deferred tax liability related to acquired intangibles . . . . . . Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in accruals for uncertain tax positions . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6 11.8 66.3 8.8 0.3 (7.6) (3.6) 0.3 — 0.8 (21.6) 3.2 — — — (0.8) (7.9) 0.3 2.2 (0.2) 2015 35.0% (1.0) (41.1) 13.9 — — — (12.6) (20.7) 0.8 (5.9) 0.9 96.0% 11.0% (30.7)% The Company’s effective tax rate generally differs from the U.S. federal statutory rate primarily due to lower tax rates on earnings generated by the Company’s foreign operations that are taxed primarily in Switzerland. The Company’s effective tax rate was approximately 96.0% and 11.0% for the year ended December 31, 2017 and 2016, respectively. The increase in the effective tax rate when comparing the year ended December 31, 2017 to the year ended December 31, 2016 was primarily due to accounting for the estimated tax impact of the 2017 Tax Act and the separation of the GoTo Business. Specifically, the Company recorded a $364.6 million provisional income tax charge for the transition tax on deemed repatriation of deferred foreign income, and a $64.8 million provisional income tax charge for the re-measurement of U.S. deferred tax assets and liabilities because of the maximum U.S. federal corporate rate reduction from 35% to 21%. The Company also recorded a $48.6 million income tax charge to establish a valuation allowance primarily due to a change in expectation of realizability of state R&D credits arising from the separation of the GoTo Business. These charges were marginally offset by a $22.0 million tax benefit due to the adoption of an accounting standard update requiring recognition of income tax effects related to stock based compensation when the awards vest or settle. The increase in the effective tax rate when comparing the year ended December 31, 2016 to the year ended December 31, 2015 was primarily due to change in the combination of income between the Company’s U.S. and foreign operations, the impact of discrete tax benefits related to the extension of the 2015 federal research and development tax credit and the impact of settling the Internal Revenue Service (“IRS”) examination for tax years 2011 and 2012 that closed during 2015. Specifically, during the quarter ended June 30, 2015, the IRS concluded its field examination, finalized tax adjustments primarily related to transfer pricing and the research and development tax credit, and formally closed the audit for the 2011 and 2012 tax years. Subsequently, during 2015 the Company recognized a net tax benefit of $20.3 million related to the IRS examination settlement. F-37 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Cyan ] 5 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 5 CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2017 and 2016 is as follows (in thousands): Balance at January 1, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $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 Additions based on tax positions related to the current year . . . . . . . . . . . . . . . . . . $ 9,293 Additions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reductions related to audit settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,656 (137) Reductions related to the expiration of statutes of limitations . . . . . . . . . . . . . . . . . (8,764) Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $77,849 As of December 31, 2017, unrecognized tax benefits of $31.6 million were offset against long-term deferred tax assets. All amounts included in this balance affect the annual effective tax rate. The Company recognizes interest accrued related to uncertain tax positions and penalties in income tax expense. For the year ended December 31, 2017, the Company accrued $2.7 million for the payment of interest. The Company and one or more of its subsidiaries are subject to U.S. federal income taxes in the United States, as well as income taxes of multiple state and foreign jurisdictions. The Company is currently no longer subject to U.S. federal income tax examination. With few exceptions, the Company is generally not under examination for state and local income tax, or non-U.S. jurisdictions by tax authorities for years prior to 2014. 12. SEGMENT INFORMATION On January 31, 2017, Citrix completed the Spin-off of the GoTo Business. As a result, the Company re-evaluated its operating segments in the first quarter of 2017, and determined that it has one reportable segment. The Company’s chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company’s CEO is the CODM. During the first quarter of 2017, the Company classified the results of the GoTo Business, formerly a reportable segment, as discontinued operations in its consolidated statement of income for all periods presented. See Note 3 for more information regarding discontinued operations. On July 7, 2017, the Company’s board of directors appointed David J. Henshall, formerly the chief financial officer and chief operating officer of the Company, as the Company’s president, chief executive officer and a member of the board of directors. As a result, during the third quarter of 2017, the Company re-evaluated its CODM and determined that the CODM continues to be the CEO and that the Company’s operating segment remains unchanged. International revenues (sales outside of the United States) accounted for approximately 46.3%, 46.3% and 48.7% of the Company’s net revenues for the year ended December 31, 2017, 2016, and 2015, respectively. F-38 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Cyan ] 5 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 5 CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Long-lived assets consist of property and equipment, net, and are shown below. December 31, 2017 2016 (In thousands) Property and equipment, net: United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $189,465 $197,077 United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,171 39,296 25,321 39,556 Total property and equipment, net . . . . . . . . . . . . . . . . . . . . . $252,932 $261,954 In fiscal year 2017 and 2016, two distributors, Ingram Micro and Arrow, accounted for 13% and 12%, respectively, of the Company’s total net revenues. In fiscal year 2015, two distributors, Ingram Micro and Arrow, accounted for 13% and 11%, respectively, of the Company’s total net revenues. The Company’s distributor arrangements with Ingram Micro and Arrow consist of several non-exclusive, independently negotiated agreements with its subsidiaries, each of which covers different countries or regions. Revenues by product grouping were as follows for the years ended: December 31, 2017 2016 2015 (In thousands) Net revenues: Workspace Services revenues(1) . . . . . . . . . . . . . . . . Networking revenues(2) . . . . . . . . . . . . . . . . . . . . . Content Collaboration revenues(3) . . . . . . . . . . . . . . Professional services(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net revenues $1,734,837 790,434 167,115 132,300 $1,684,897 782,875 136,842 131,466 $1,633,820 749,910 106,655 155,769 $2,824,686 $2,736,080 $2,646,154 (1) Workspace Services revenues are primarily comprised of sales from the Company’s application virtualization solutions, which include XenDesktop and XenApp, the Company’s enterprise mobility management solutions, which include XenMobile, related license updates and maintenance and support and cloud offerings. (2) Networking revenues primarily include NetScaler ADC and NetScaler SD-WAN, related license updates and maintenance and support and cloud offerings. (3) Content Collaboration revenues primarily include ShareFile, Podio and related cloud offerings. (4) Professional services revenues are primarily comprised of revenues from consulting services and product training and certification services. F-39 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Revenues by Geographic Location The following table presents revenues by geographic location, for the years ended: December 31, 2017 2016 2015 (In thousands) Net revenues: Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,644,008 $1,598,896 $1,487,364 EMEA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 888,072 292,606 863,517 273,667 873,620 285,170 Total net revenues . . . . . . . . . . . . . . . . . . . . . . . $2,824,686 $2,736,080 $2,646,154 Export revenue represents shipments of finished goods and services from the United States to international customers, primarily in Latin America and Canada. Shipments from the United States to international customers for 2017, 2016 and 2015 were $151.9 million, $160.5 million and $178.7 million, respectively. 13. DEBT Senior Notes On November 15, 2017, the Company issued $750.0 million of unsecured senior notes due December 1, 2027 (the “2027 Notes”). The 2027 Notes accrue interest at a rate of 4.500% per annum. Interest on the 2027 Notes is due semi-annually on June 1 and December 1 of each year, beginning on June 1, 2018. The net proceeds from this offering were approximately $741.0 million, after deducting the underwriting discount and estimated offering expenses payable by the Company. Net proceeds from this offering were used to repurchase shares of the Company’s common stock through an ASR transaction which the Company entered into with the ASR Counterparty on November 13, 2017. The 2027 Notes will mature on December 1, 2027, unless earlier redeemed in accordance with their terms prior to such date. The Company may redeem the 2027 Notes at its option at any time in whole or from time to time in part prior to September 1, 2027 at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the 2027 Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments under such 2027 Notes, plus in each case, accrued and unpaid interest to, but excluding, the redemption date. Among other terms, under certain circumstances, holders of the 2027 Notes may require the Company to repurchase their 2027 Notes upon the occurrence of a change of control prior to maturity for cash at a repurchase price equal to 101% of the principal amount of the 2027 Notes to be repurchased plus accrued and unpaid interest to, but excluding, the repurchase date. Credit Facility Effective January 7, 2015, the Company entered into a Credit Facility with a group of financial institutions (the “Lenders”). The Credit Facility provides for a five year revolving line of credit in the aggregate amount of $250.0 million, subject to continued covenant compliance. The Company may elect to increase the revolving credit facility by up to $250.0 million if existing or new lenders provide additional revolving commitments in accordance with the terms of the Credit Agreement. A portion of the revolving line of credit (i) in the aggregate amount of $25.0 million may be available for issuances of letters of credit and (ii) in the aggregate amount of $10.0 million may be available for swing line loans, as part of, not in addition to, the aggregate revolving commitments. The Credit Facility bears interest at the LIBOR plus 1.10% and adjusts in the range of 1.00% to 1.30% above LIBOR based on the ratio of the Company’s total debt to its adjusted earnings before interest, taxes, depreciation, amortization and certain other items (“EBITDA”) as defined in the agreement. In addition, the Company is required to pay a quarterly facility F-40 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS fee ranging from 0.125% to 0.20% of the aggregate revolving commitments under the Credit Facility and based on the ratio of the Company’s total debt to the Company’s consolidated EBITDA. As of December 31, 2017, there were no amounts outstanding under the Credit Facility. The Credit Agreement contains certain financial covenants that require the Company to maintain a consolidated leverage ratio of not more than 3.5:1.0 and a consolidated interest coverage ratio of not less than 3.0:1.0. In addition, the Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company to grant liens, merge, dissolve or consolidate, dispose of all or substantially all of its assets, pay dividends during the existence of a default under the Credit Agreement, change its business and incur subsidiary indebtedness, in each case subject to customary exceptions for a credit facility of this size and type. The Company was in compliance with these covenants as of December 31, 2017. Convertible Notes Offering During 2014, the Company completed a private placement of approximately $1.44 billion principal amount of 0.500% Convertible Notes due 2019. The net proceeds from this offering were approximately $1.42 billion, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by the Company. The Company used approximately $82.6 million of the net proceeds to pay the cost of the Bond Hedges described below (after such cost was partially offset by the proceeds to the Company from the Warrant Transactions described below). The Company used the remainder of the net proceeds from the offering and a portion of its existing cash and investments to purchase an aggregate of approximately $1.5 billion of its common stock, as authorized under its share repurchase program. The Company used approximately $101.0 million to purchase shares of common stock from certain purchasers of the Convertible Notes in privately negotiated transactions concurrently with the closing of the offering, and the remaining $1.4 billion to purchase additional shares of common stock through an Accelerated Share Repurchase (“ASR”) which the Company entered into with Citibank, N.A. (the “ASR Counterparty”) on April 25, 2014 (the “ASR Agreement”). The Convertible Notes are governed by the terms of an indenture, dated as of April 30, 2014 (the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The Convertible Notes are the senior unsecured obligations of the Company and bear interest at a rate of 0.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year. The Convertible Notes will mature on April 15, 2019, unless earlier repurchased or converted. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. Prior to the Spin-Off of the GoTo Business, the conversion rate for the Convertible Notes was 11.1111 shares of common stock per $1,000 principal amount of Convertible Notes, which corresponded to a conversion price of approximately $90.00 per share of common stock. The conversion rate is subject to adjustment from time to time upon the occurrence of certain events, including, but not limited to, the issuance of certain stock dividends on common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness, or assets, the payment of cash dividends and certain issuer tender or exchange offers. The Company may not redeem the Convertible Notes prior to the maturity date and no “sinking fund” is provided for the Convertible Notes, which means that the Company is not required to periodically redeem or retire the Convertible Notes. Upon the occurrence of certain fundamental changes involving the Company, holders of the Convertible Notes may require the Company to repurchase for cash all or part of their Convertible Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. F-41  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In accounting for the issuance of the Convertible Notes, the Company separated the Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the estimated fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the face value of the Convertible Notes as a whole. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the Convertible Notes using the effective interest method with an effective interest rate of 3.0 percent per annum. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the transaction costs related to the Convertible Note issuance, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Issuance costs attributable to the $1.4 billion liability component are being amortized to expense over the term of the Convertible Notes, and issuance costs attributable to the equity component are included along with the equity component in stockholders’ equity. Additionally, a deferred tax liability of $8.2 million related to a portion of the equity component transaction costs which are deductible for tax purposes is included in Other liabilities in the accompanying consolidated balance sheets. As a result of the structure of the Reverse Morris Trust (RMT) transaction with LogMeIn, Inc., and the notification on October 10, 2016 to noteholders in accordance with the Indenture, the Convertible Notes became convertible until the earlier of (1) the close of business on the business day immediately preceding the ex-dividend date for the distribution of the outstanding shares of GetGo common stock to the Company’s stockholders by way of a pro rata dividend, and (2) the Company’s announcement that such distribution will not take place, even though the Convertible Notes were not otherwise convertible at December 31, 2016. The $1.44 billion Convertible Notes became convertible with the notice to noteholders. Accordingly, as of December 31, 2016, the carrying amount of the Convertible Notes of $1.3 billion was reclassified from Other liabilities to Current liabilities and the difference between the face value and carrying value of $79.5 million was reclassified from stockholders’ equity to temporary equity in the accompanying consolidated balance sheets. The conversion period terminated as of the close of business on January 31, 2017 in connection with the Spin-off. As a result, the Convertible Notes were reclassified to Other liabilities from Current liabilities, and the amount previously recorded as Temporary equity was reclassified to Stockholders’ equity. Additionally, the Spin-off also resulted in an adjustment to the conversion rate for the Convertible Notes under the terms of the Indenture. As a result of this adjustment, the conversion rate for the Convertible Notes in effect as of the opening of business on February 1, 2017 is 13.9061 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes, which corresponds to a conversion price of approximately $71.91 per share of common stock. Corresponding adjustments were made to the conversion rates for the Convertible Note Hedge and Warrant Transactions as of the opening of business on February 1, 2017. The Convertible Notes consist of the following (in thousands): December 31, 2017 December 31, 2016 Liability component Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: note discount and issuance costs . . . . . . . . . . . . . . . . . . . . . $1,437,483 (51,159) $1,437,500 (89,344) Net carrying amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,386,324 $1,348,156 Equity component Temporary Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 79,495 Additional paid-in-capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162,869 83,374 Total equity (including temporary equity) . . . . . . . . . . . . . . . . . . . . . $ 162,869 $ 162,869 F-42  ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table includes total interest expense recognized related to the Convertible Notes (in thousands): Year Ended December 31, 2017 2016 2015 Contractual interest expense . . . . . . . . . . . . . . . . . . . $ 7,187 $ 7,187 $ 7,188 Amortization of debt issuance costs . . . . . . . . . . . . . . Amortization of debt discount . . . . . . . . . . . . . . . . . . 3,959 34,018 3,863 33,014 3,974 32,039 $45,164 $44,064 $43,201 See Note 6 to the Company’s consolidated financial statements for fair value disclosures related to the Company’s Convertible Notes. Convertible Note Hedge and Warrant Transactions In connection with the pricing of the Convertible Notes, the Company entered into convertible note hedge transactions relating to approximately 16.0 million shares of common stock (the “Bond Hedges”), with JPMorgan Chase Bank, National Association, London Branch; Goldman, Sachs & Co.; Bank of America, N.A.; and Royal Bank of Canada (the “Option Counterparties”) and also entered into separate warrant transactions (the “Initial Warrant Transactions”) with each of the Option Counterparties relating to approximately 16.0 million shares of common stock. As a result of the Spin-off, the number of shares of the Company’s common stock covered by the Bond Hedges and Warrant Transactions was adjusted to approximately 20.0 million shares. The Bond Hedges are generally expected to reduce the potential dilution upon conversion of the Convertible Notes and/or offset any payments in cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, that the Company is required to make in excess of the principal amount of the Convertible Notes upon conversion of any Convertible Notes, as the case may be, in the event that the market price per share of common stock, as measured under the terms of the Bond Hedges, is greater than the strike price of the Bond Hedges, which initially corresponds to the conversion price of the Convertible Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes. The Warrant Transactions will separately have a dilutive effect to the extent that the market value per share of common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants issued pursuant to the Warrant Transactions (the “Warrants”). The initial strike price of the Warrants was $120.00 per share. Subsequent to the Spin-off, the strike price of the Warrants was adjusted to a weighted-average strike price of $95.25 as of February 1, 2017. The Warrants will expire in ratable portions on a series of expiration dates commencing after the maturity of the Convertible Notes. The Bond Hedges and Warrants are not marked to market as the value of the Bond Hedges and Warrants were initially recorded in stockholders’ equity and continue to be classified within stockholders’ equity. As of December 31, 2017, no warrants have been exercised. Aside from the initial payment of a premium to the Option Counterparties under the Bond Hedges, which amount is partially offset by the receipt of a premium under the Warrant Transactions, the Company is not required to make any cash payments to the Option Counterparties under the Bond Hedges and will not receive any proceeds if the Warrants are exercised. 14. DERIVATIVE FINANCIAL INSTRUMENTS Derivatives Designated as Hedging Instruments As of December 31, 2017, the Company’s derivative assets and liabilities primarily resulted from cash flow hedges related to its forecasted operating expenses transacted in local currencies. A substantial portion of the Company’s overseas expenses are and will continue to be transacted in local currencies. To protect F-43 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS against fluctuations in operating expenses and the volatility of future cash flows caused by changes in currency exchange rates, the Company has established a program that uses foreign exchange forward contracts to hedge its exposure to these potential changes. The terms of these instruments, and the hedged transactions to which they relate, generally do not exceed twelve months. Generally, when the dollar is weak, foreign currency denominated expenses will be higher, and these higher expenses will be partially offset by the gains realized from the Company’s hedging contracts. Conversely, if the dollar is strong, foreign currency denominated expenses will be lower. These lower expenses will in turn be partially offset by the losses incurred from the Company’s hedging contracts. The change in the derivative component in Accumulated other comprehensive loss includes unrealized gains or losses that arose from changes in market value of the effective portion of derivatives that were held during the period, and gains or losses that were previously unrealized but have been recognized in the same line item as the forecasted transaction in current period net income due to termination or maturities of derivative contracts. This reclassification has no effect on total comprehensive income or equity. The total cumulative unrealized gain on cash flow derivative instruments was $2.2 million at December 31, 2017, and is included in Accumulated other comprehensive loss in the accompanying consolidated balance sheets. The total cumulative unrealized loss on cash flow derivative instruments was $3.1 million at December 31, 2016, and is included in Accumulated other comprehensive loss in the accompanying consolidated balance sheets. See Note 16 for more information related to comprehensive income. The net unrealized gain as of December 31, 2017 is expected to be recognized in income over the next 12 months at the same time the hedged items are recognized in income. Derivatives not Designated as Hedging Instruments A substantial portion of the Company’s overseas assets and liabilities are and will continue to be denominated in local currencies. To protect against fluctuations in earnings caused by changes in currency exchange rates when remeasuring the Company’s balance sheet, it utilizes foreign exchange forward contracts to hedge its exposure to this potential volatility. These contracts are not designated for hedge accounting treatment under the authoritative guidance. Accordingly, changes in the fair value of these contracts are recorded in Other income (expense), net. Fair Values of Derivative Instruments Derivatives Designated as Hedging Instruments Foreign currency forward contracts . . Derivatives Not Designated as Hedging Instruments Foreign currency forward contracts . . Asset Derivatives Liability Derivatives (In thousands) December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 Balance Sheet Location Prepaid expenses and other current assets Fair Value $2,481 Balance Sheet Location Prepaid expenses and other current assets Fair Value $460 Balance Sheet Location Accrued expenses and other current liabilities Fair Value $110 Balance Sheet Location Accrued expenses and other current liabilities Fair Value $3,816 Asset Derivatives Liability Derivatives (In thousands) December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 Balance Sheet Location Prepaid expenses and other current assets Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Prepaid expenses and other current assets $17 $2,046 Accrued expenses and other current liabilities $704 Accrued expenses and other current liabilities $619 F-44 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Effect of Derivative Instruments on Financial Performance For the Year ended December 31, (In thousands) Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) (Effective Portion) Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion) 2017 2016 Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss (Effective Portion) 2017 2016 Derivatives in Cash Flow Hedging Relationships Foreign currency forward contracts . . . . . . . . . . . . . . $5,288 $(875) Operating expenses $758 $(1,763) There was no material ineffectiveness in the Company’s foreign currency hedging program in the periods presented. Derivatives Not Designated as Hedging Instruments For the Year ended December 31, (In thousands) Location of Loss Recognized in Income on Derivative Amount of Loss Recognized in Income on Derivative 2017 2016 Foreign currency forward contracts . . . . . . . Other income (expense), net $(6,804) $(1,030) Outstanding Foreign Currency Forward Contracts As of December 31, 2017, the Company had the following net notional foreign currency forward contracts outstanding (in thousands): Foreign Currency Australian dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazilian Real . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . British pounds sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Canadian dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chinese renminbi Danish krone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hong Kong dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indian rupees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japanese yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Singapore dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Swiss francs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Currency Denomination AUD 14,400 BRL 5,700 GBP 8,800 CAD 2,850 CNY 69,200 DKK 5,347 EUR 13,500 HKD 8,100 INR 38,900 JPY 1,508,800 SGD 13,900 CHF 15,650 F-45 DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Cyan ] 5 g i S t r e s n I _ t x e T _ R A s m e t s y S x i r t i C N A P P O T 4 5 6 3 5 1 5 CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share information): Year Ended December 31, 2017 2016 2015 Numerator: Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . (Loss) income from discontinued operations, net of income taxes . . . Net (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 21,985 (42,704) $469,855 66,257 $ (20,719) $536,112 $215,133 104,228 $319,361 Denominator: Denominator for basic earnings per share – weighted-average shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of dilutive employee stock awards . . . . . . . . . . . . . . . . . . . . . Effect of dilutive Convertible Notes . . . . . . . . . . . . . . . . . . . . . . . . Denominator for diluted earnings per share – weighted-average shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,779 2,493 2,231 155,134 1,950 — 158,874 1,488 — 155,503 157,084 160,362 Basic (loss) earnings per share: Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . (Loss) income from discontinued operations, net of income taxes Basic net (loss) earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted (loss) earnings per share: Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . (Loss) income from discontinued operations, net of income taxes Diluted net (loss) earnings per share: . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ $ 0.15 (0.28) (0.13) $ $ 0.14 (0.27) (0.13) $ Anti-dilutive weighted-average shares from stock awards . . . . . . . . . . . 215 3.03 0.43 3.46 2.99 0.42 3.41 322 $ $ $ $ 1.35 0.66 2.01 1.34 0.65 1.99 2,151 The weighted-average number of shares outstanding used in the computation of basic and diluted earnings per share does not include common stock issuable upon the exercise of the Company’s warrants. The effects of these potentially issuable shares were not included in the calculation of diluted earnings per share because the effect would have been anti-dilutive. The Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on its Convertible Notes on diluted earnings per share, if applicable, as upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. The conversion spread will have a dilutive impact on diluted earnings per share when the average market price of the Company’s common shares for a given period exceeds the conversion price. Prior to the separation of the GoTo Business on January 31, 2017, the conversion price was $90.00 per share. As a result of the Spin-off, the conversion rate for the Convertible Notes was re-set as of the opening of business on February 1, 2017 to 13.9061 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes, which corresponds to a conversion price of $71.91 per share of common stock. Similar adjustments were made to the conversion rates for the Convertible Note Hedge and Warrant Transactions as of the opening of business on February 1, 2017. For the year ended December 31, 2017, the average market price of the Company’s common stock exceeded the new conversion price, therefore, the dilutive effect of the Convertible Notes was included in the denominator of diluted earnings per share. For the years F-46 5 1 5 3 6 5 4 T O P P A N C i t r i x S y s t e m s A R _ T e x t _ I n s e r t S i g 5 ] CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ended December 31, 2016 and 2015, the Convertible Notes have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive since the conversion price of the Convertible Notes exceeded the average market price of the Company’s common stock. In addition, the Company uses the treasury stock method for calculating any potential dilutive effect related to the warrants. See Note 13 to the Company’s consolidated financial statements for detailed information on the Convertible Notes offering. 16. COMPREHENSIVE INCOME The changes in Accumulated other comprehensive loss by component, net of tax, are as follows: Unrealized loss on available-for- sale securities Unrealized (loss) gain on derivative instruments Other comprehensive loss on pension liability Foreign currency Total (In thousands) Balance at December 31, 2016 . . . . . . . . . . . . . $(16,346) $(3,108) $(3,130) $(6,120) $(28,704) Other comprehensive income (loss) before reclassifications . . . . . . . . . . . . . . . . . . . Amounts reclassified from accumulated other comprehensive loss . . . . . . . . . . . . . . . . . Net current period other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — Distribution of the GoTo Business . . . . . . . . . 13,400 (3,285) 6,046 2,768 5,529 (273) (758) — (1,031) (3,558) — 5,288 — 2,768 — 4,498 13,400 Balance at December 31, 2017 . . . . . . . . . . . . . $ (2,946) $(6,666) $ 2,158 $(3,352) $(10,806) Income tax expense or benefit allocated to each component of other comprehensive income (loss) is not material. Reclassifications out of Accumulated other comprehensive loss are as follows: 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 For the Twelve Months Ended December 31, 2017 (In thousands) Unrealized net losses on available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . Unrealized net gains on cash flow hedges . . $ (273) (758) $(1,031) Other income (expense), net Operating expenses* * Operating expenses amounts allocated to Research and development, Sales, marketing and services, and General and administrative are not individually significant. 17. RESTRUCTURING The Company has implemented multiple restructuring plans to reduce its cost structure, align resources with its product strategy and improve efficiency, which has resulted in workforce reductions and the consolidation of certain leased facilities. F-47 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side A Cyan DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2017, 2016 and 2015, restructuring charges from continuing operations were comprised of the following (in thousands): Year Ended December 31, 2017 2016 2015 Employee severance and related costs . . . . . . . . . . . . . . . . . . $62,844 $41,054 $74,879 Consolidation of leased facilities . . . . . . . . . . . . . . . . . . . . . 9,718 28,857 22,100 Reversal of previous charges . . . . . . . . . . . . . . . . . . . . . . . . (187) (2,510) Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (286) 1,968 Total Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . $72,375 $67,401 $98,661 During the year ended December 31, 2017, the Company incurred costs of $53.7 million related to initiatives intended to accelerate the transformation to a cloud-based subscription business, increase strategic focus, and improve operational efficiency. The Company currently expects to record in the aggregate approximately $60.0 million to $100.0 million in pre-tax restructuring charges associated with this program. The Company currently anticipates completing the remainder of the activities related to this program during fiscal year 2018. During the year ended December 31, 2017, the Company incurred costs of $8.1 million related to operational initiatives designed to improve infrastructure scalability and cost saving efficiencies. The charges primarily related to employee severance. Activities related to this program were substantially completed as of the fourth quarter of 2017. During the years ended December 31, 2017, 2016 and 2015, the Company incurred costs of $1.9 million, $44.5 million and $29.4 million primarily related to its announced plan in November 2015 to simplify the Company’s enterprise go-to-market motion and roles while improving coverage, reflect changes in the Company’s product focus, and balance resources with demand across the Company’s marketing, general and administration areas. The charges are primarily related to employee severance, outplacement, professional service fees, and facility closing costs. The majority of the activities related to this program were substantially completed as of the end of the first quarter of 2016. As of December 31, 2017, total charges related to this program incurred since inception were $75.8 million. During the years ended December 31, 2017, 2016 and 2015, the Company recorded charges of $8.7 million, $24.0 million and $67.5 million related to its announced plan in January 2015 to increase strategic focus and operational efficiency. The charges primarily related to the severance and other costs directly related to the reduction of the Company’s workforce and consolidation of leased facilities. The majority of the activities related to this program were substantially completed by the end of 2015. As of December 31, 2017, total charges related to this program incurred since inception were $100.2 million. Restructuring accruals The activity in the Company’s restructuring accruals from continuing operations for the year ended December 31, 2017 is summarized as follows (in thousands): Balance at January 1, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 38,059 Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,375 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (55,151) Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 55,283 Total As of December 31, 2017, the $55.3 million in outstanding restructuring accruals primarily relate to future payments for leased facilities. F-48 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Black ] 32 Page 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 3 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 5 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 6 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 1 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 4 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B RGS 2 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side B Cyan CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. RECENT ACCOUNTING PRONOUNCEMENTS In January 2017, the Financial Accounting Standards Board issued an accounting standard update on the accounting for business combinations by clarifying the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The new guidance is effective for annual and interim periods beginning after December 15, 2017. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial position or results of operations. In October 2016, the Financial Accounting Standards Board issued an accounting standard update on the accounting for income taxes, which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transaction occurs as opposed to deferring tax consequences and amortizing them into future periods. This update is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. A modified retrospective approach with a cumulative-effect adjustment directly to retained earnings at the beginning of the period of adoption is required. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial position or results of operations. In March 2016, the Financial Accounting Standards Board issued an accounting standard update on the accounting for stock-based compensation. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. The Company adopted this standard effective January 1, 2017. The impact of the adoption on the consolidated financial statements was as follows: • • • Income tax accounting — The Company adopted the guidance related to the recognition of excess tax benefits and deficiencies as income tax expense or benefit in the Company’s condensed consolidated statements of income on a prospective basis. The Company adopted on a modified retrospective basis the recognition of previously unrecognized excess tax benefits and recorded the cumulative effect of the change as a $0.4 million increase to Retained earnings with a corresponding adjustment to Deferred tax assets, net as of January 1, 2017. Forfeitures — The Company elected to account for forfeitures as they occur on a modified retrospective basis, rather than estimate expected forfeitures and recorded the cumulative effect of the change as a $5.7 million decrease to Retained earnings as of January 1, 2017 with a corresponding adjustment to Additional paid-in capital. Cash flow presentation — The Company elected to adopt the guidance related to the presentation of excess tax benefits in the condensed consolidated statements of cash flows on a prospective basis. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to any of the periods presented on the Company’s condensed consolidated statements of cash flows since such cash flows have historically been presented as a financing activity. In February 2016, the Financial Accounting Standards Board issued an accounting standard update on the accounting of leases. The new guidance requires that lessees in a leasing arrangement recognize a right-of-use asset and a lease liability for most leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. The new guidance is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. The Company is currently evaluating the potential impact of this standard F-49 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine CITRIX SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS on its financial position and results of operations; however, it is expected to have a material impact on its financial position due to the recognition of the right-of-use assets and lease liabilities for operating leases which are currently not reflected on the balance sheet. We currently do not expect a material impact to the Company’s results of operations. In July 2015, the Financial Accounting Standards Board issued an accounting standard update modifying the accounting for inventory. Under the new guidance, the measurement principle for inventory will change from lower of cost or market value to lower of cost and net realizable value. The standard defines net realizable value as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The standard is applicable to inventory that is accounted for under the first-in, first-out method and is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this standard effective January 1, 2017. The adoption of this guidance did not have a significant impact on the Company’s financial position or results of operations. In May 2014, the Financial Accounting Standards Board issued an accounting standard update on revenue recognition. The new guidance creates a single, principle-based model for revenue recognition that expands and improves disclosures about revenue. The Company adopted the new standard effective January 1, 2018 using the modified retrospective approach. The Company’s implementation of its information technology systems, data and processes and internal controls is in progress. Under the new standard, the Company will recognize term license revenues upfront at time of delivery rather than ratably over the related contract period. The new standard generally requires an allocation on a relative standalone selling price basis, which could impact the allocation of transaction price to each performance obligation in multiple element arrangements. This could impact the timing of revenue recognition depending on when each performance obligation is typically satisfied. The Company expects revenue recognition related to license updates and maintenance renewals, cloud offerings and professional services to remain substantially unchanged. Additionally, under the new standard, the Company will capitalize and amortize certain direct costs of obtaining a contract, such as commissions and related payroll taxes, over the expected customer life rather than expensing them as incurred. The Company anticipates the adoption of the standard will result in an increase to the opening balance of retained earnings in the range of $170.0 to $190.0 million, primarily related to the cumulative effect of a decrease in deferred revenue in the range of $70.0 to $80.0 million from the upfront recognition of term licenses and the general requirement to allocate the transaction price on a relative stand-alone selling price and the cumulative effect of a decrease of $100.0 to $110.0 million in commission expense. The Company is currently assessing the tax impact from adoption. 19. SUBSEQUENT EVENTS On February 2, 2018, Citrix entered into an ASR transaction with Goldman Sachs & Co. LLC (“Dealer”) to pay an aggregate of $750.0 million in exchange for the delivery of approximately 6.5 million shares of common stock based on current market prices. The purchase price per share under the ASR is subject to adjustment and is expected to equal the volume-weighted average price of our common stock during the term of the ASR, less a discount. The exact number of shares repurchased pursuant to the ASR will be determined based on such purchase price. The ASR transaction is expected to be completed by the end of April 2018. The ASR was entered into pursuant to Citrix’s existing share repurchase program. After taking into account the additional $750.0 million shares repurchased pursuant to this ASR, the Company will have approximately $500.0 million of remaining share repurchase authorization available. On February 6, 2018, the Company acquired all of the issued and outstanding securities of Cedexis, Inc. (“Cedexis”) whose solution is a real-time data driven service for dynamically optimizing the flow of traffic across public clouds, data centers that provides a dynamic and reliable way to route and manage Internet performance for customers moving towards hybrid and multi-cloud deployments. The total preliminary cash consideration for this transaction was approximately $66.5 million, net of $6.2 million cash acquired. F-50 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Cyan ] 32 Page CITRIX SYSTEMS, INC. SUPPLEMENTAL FINANCIAL INFORMATION QUARTERLY FINANCIAL INFORMATION (UNAUDITED) First Quarter Second Quarter Third Quarter Fourth Quarter Total Year (In thousands, except per share amounts) 2017 Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . $662,677 $693,227 $690,925 $ 777,857 $2,824,686 Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . 560,219 583,915 584,988 655,918 2,385,040 Income (loss) from continuing operations . . . . . . . 70,325 108,829 126,720 (283,889) 21,985 Loss from discontinued operations, net of tax . . . . (42,704) — — — Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . 27,621 108,829 126,720 (283,889) Basic earnings (loss) per share: Income (loss) from continuing operations . . . . . . Loss from discontinued operations . . . . . . . . . . Basic net earnings (loss) per share . . . . . . . . . . . . . Diluted earnings (loss) per share: Income (loss) from continuing operations . . . . . . . . . . . . . . . . Loss from discontinued operations Diluted net earnings (loss) per share . . . . . . . . . . . 0.46 (0.28) 0.18 0.44 (0.27) 0.17 0.72 — 0.72 0.70 — 0.70 0.84 — 0.84 0.82 — 0.82 (1.93) — (1.93) (1.93) — (1.93) (42,704) (20,719) 0.15 (0.28) (0.13) 0.14 (0.27) (0.13) First Quarter Second Quarter Third Quarter Fourth Quarter Total Year (In thousands, except per share amounts) 2016 Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . $658,773 $673,987 $668,736 $734,584 $2,736,080 2,331,191 Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . 469,855 Income from continuing operations . . . . . . . . . . . 66,257 Income from discontinued operations, net of tax . . 536,112 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 570,565 111,737 20,164 131,901 558,962 73,254 10,209 83,463 634,868 178,575 21,275 199,850 566,796 106,289 14,609 120,898 Basic earnings per share: Income from continuing operations . . . . . . . . . Income from discontinued operations . . . . . . . . Basic earnings per share . . . . . . . . . . . . . . . . . . . Diluted earnings per share: Income from continuing operations . . . . . . . . . Income from discontinued operations . . . . . . . . Diluted earnings per share . . . . . . . . . . . . . . . . . 0.47 0.07 0.54 0.47 0.07 0.54 0.69 0.09 0.78 0.68 0.09 0.77 0.72 0.13 0.85 0.71 0.13 0.84 1.15 0.13 1.28 1.13 0.13 1.26 3.03 0.43 3.46 2.99 0.42 3.41 The sum of the quarterly net income per share amounts may differ from the annual earnings per share amount due to the weighting of common and common equivalent shares outstanding during each of the respective periods. 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side D Cyan ] 32 Page CITRIX SYSTEMS, INC. SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Beginning of Period Charged to Expense Charged to Other Accounts (In thousands) Balance at End of Period Deductions 2017 Deducted from asset accounts: Allowance for doubtful accounts . . . . . . . . . . . . Allowance for returns . . . . . . . . . . . . . . . . . . . . $ 3,889 1,994 Valuation allowance for deferred tax assets . . . . . 14,156 $3,917 — — 2016 Deducted from asset accounts: Allowance for doubtful accounts . . . . . . . . . . . . Allowance for returns . . . . . . . . . . . . . . . . . . . . Valuation allowance for deferred tax assets . . . . . $ 6,241 1,438 16,673 $ 954 — — 2015 Deducted from asset accounts: Allowance for doubtful accounts . . . . . . . . . . . . Allowance for returns . . . . . . . . . . . . . . . . . . . . Valuation allowance for deferred tax assets . . . . . $ 3,750 2,185 15,167 $5,578 — — (1) Charged against revenues. (2) Uncollectible accounts written off, net of recoveries. (3) Adjustments from acquisitions. (4) Credits issued for returns. $ 9(3) $4,395(2) $ 3,420 1,225 76,789 5,659(4) — 4,890(1) 62,633(5) $ — $3,306(2) $ 3,889 1,994 2,088(1) (2,517)(5) 1,532(4) — 14,156 $ — $3,087(2) $ 6,241 1,438 16,673 4,023(4) — 3,276(1) 1,506(5) (5) Related to deferred tax assets on foreign tax credits, net operating loss carryforwards, and depreciation. 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Black 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 5 Side C Cyan ] 32 Page DTP PB Hcho 8.25 X 10.75 (35) .25 HT .1875 Spine DTP PB Sheetfed 8.25x10.75 (23 x 35) 1/4 HT 3/16 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A Black ] 2 Diff 4 Pagers - OUT 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A PANTONE 7689 C 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A Cyan ] Sig 6 153654 TOPPAN Citrix Systems AR_Text_Insert 153654 TOPPAN Citrix Systems AR_Text_Insert ] Sig 6 ] Sig 1 153654 TOPPAN Citrix Systems AR_Text_Insert 153654 TOPPAN Citrix Systems AR_Text_Insert ] Sig 1 Annual Report 2017 Citrix Systems, Inc. Information Concerning Non-GAAP Financial Measures Used in This Annual Report (Unaudited) GAAP operating margin for the twelve months ended December 31, 2017 was 20.2 percent. Non-GAAP operating margin for the twelve months ended December 31, 2017 was 31.6 percent. GAAP operating margin for the twelve months ended December 31, 2016 was 20.5 percent. Non-GAAP operating margin for the twelve months ended December 31, 2016 was 31.2 percent. Non-GAAP operating margin excludes the effects of stock- based compensation expense, the amortization of acquired intangible assets and restructuring charges. Non-GAAP operating margin for fiscal year 2016 also excludes separation costs. GAAP diluted earnings per share from continuing operations for the twelve months ended December 31, 2017 was $0.14 per share. Non-GAAP diluted earnings per share from continuing operations for the twelve months ended December 31, 2017 was $4.85 per share. GAAP diluted earnings per share from continuing operations for the twelve months ended December 31, 2016 was $2.99 per share. Non-GAAP diluted earnings per share from continuing operations for the twelve months ended December 31, 2016 was $4.45 per share. Non-GAAP earnings per share from continuing operations excludes the effects of stock- based compensation expense, the amortization of acquired intangible assets, the amortization of debt discount, restructuring charges, and the tax effects related to those items. Non-GAAP earnings per share from continuing operations for fiscal year 2017 also excludes the tax impact related to the separation of the GoTo business along with charges for the estimated impact from U.S. tax reform related to the transition tax and the revaluation of U.S. deferred tax assets and liabilities. Non-GAAP earnings per share from continuing operations for fiscal year 2017 also reflects the anti-dilutive impact of the company’s convertible note hedges. Non-GAAP earnings per share for fiscal year 2016 from continuing operations also excludes separation costs and the tax effect related to this item. The following table shows the non-GAAP financial measures used in this Annual Report reconciled to the most directly comparable GAAP financial measures. GAAP operating margin 20.2% 20.5% 12 Months Ended Dec. 31, 2017 12 Months Ended Dec. 31, 2016 Add: stock-based compensation Add: amortization of product related intangible assets Add: amortization of other intangible assets Add: separation costs Add: restructuring charges 5.8 2.4 0.6 - 2.6 5.6 2.0 0.6 0.1 2.4 Non-GAAP operating margin 31.6% 31.2% GAAP earnings per share from continuing operations—diluted Add: stock-based compensation Add: amortization of product related intangible assets Add: amortization of other intangible assets Add: amortization of debt discount Add: separation costs Add: restructuring charges Less: tax effects related to above items Add: separation-related tax charges Add: charges related to U.S. tax reform Non-GAAP earnings per share from continuing operations—diluted 12 Months Ended Dec. 31, 2017 12 Months Ended Dec. 31, 2016 $0.14 $2.99 1.08 0.44 0.11 0.22 - 0.47 0.97 0.35 0.09 0.21 0.02 0.43 (0.76) (0.61) 0.35 2.80 - - $4.85 $4.45 12 Months Ended Dec. 31, 2017 12 Months Ended Dec. 31, 2016 Number of shares used in diluted earnings per share calculations: GAAP weighted average shares outstanding Less: effect of convertible note hedges Non-GAAP weighted average shares outstanding 155,503 157,084 (2,231) - 153,272 157,084 Pursuant to the requirements of Regulation G, Citrix Systems, Inc. (the Company) has provided a reconciliation of each non-GAAP financial measure used in this 2017 Annual Report to the most directly comparable GAAP financial measure. These measures differ from GAAP in that they exclude amortization primarily related to acquired intangible assets and debt discount, stock-based compensation expense, charges associated with the Company’s restructuring programs, separation costs, the related tax effect of those items, charges related to the implementation of U.S. tax reform and separation-related tax charges or benefits. The Company also reflects the effect of anti-dilutive convertible note hedges in the number of shares used in non-GAAP diluted earnings per share. These non-GAAP financial measures are presented on a continuing operations basis. The Company’s basis for these adjustments is described below. Management uses these non-GAAP measures for internal reporting and forecasting purposes, when publicly providing its business outlook, to evaluate the Company’s performance and to evaluate and compensate the Company’s executives. The Company has provided these non-GAAP financial measures in addition to GAAP financial results because it believes that these non-GAAP financial measures provide useful information to certain investors and financial analysts for comparison across accounting periods not influenced by certain non-cash items that are not used by management when evaluating the Company’s historical and prospective financial performance. In addition, the Company has historically provided this or similar information and understands that some investors and financial analysts find this information helpful in analyzing the Company’s operating margins, operating expenses and net income, and comparing the Company’s financial performance to that of its peer companies and competitors. Management typically excludes the amounts described above when evaluating the Company’s operating performance and believes that the resulting non-GAAP measures are useful to investors and financial analysts in assessing the Company’s operating performance due to the following factors: • The Company does not acquire businesses on a predictable cycle. The Company, therefore, believes that the presentation of non-GAAP measures that adjust for the impact of amortization of intangible assets and stock-based compensation expenses, and the related tax effects that are primarily related to acquisitions, provide investors and financial analysts with a consistent basis for comparison across accounting periods and, therefore, are useful to investors and financial analysts in helping them to better understand the Company’s operating results and underlying operational trends. • Amortization of intangible assets and the related tax effects are fixed at the time of an acquisition, are then amortized over a period of several years after the acquisition and generally cannot be changed or influenced by management after the acquisition. • Although stock-based compensation is an important aspect of the compensation of the Company’s employees and executives, stock- based compensation expense is generally fixed at the time of grant, then amortized over a period of several years after the grant of the stock-based instrument, and generally cannot be changed or influenced by management after the grant. • Under GAAP, certain convertible debt instruments that may be settled in cash on conversion are required to be accounted for as separate liability (debt) and equity (conversion option) components in a manner that reflects the issuer’s non-convertible debt borrowing rate. The difference between the imputed interest expense and the coupon interest expense, net of the interest amount capitalized, is excluded from management’s assessment of the company’s operating performance because management believes that the exclusion of these charges will better help investors and financial analysts understand the Company’s operating results and underlying operational trends. • The Company has engaged in various restructuring activities over the past several years that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs. Each restructuring activity has been a discrete event based on a unique set of business objectives or circumstances, and each has differed from the others in terms of its operational implementation, business impact and scope. The Company does not engage in restructuring activities in the ordinary course of business. While the Company’s operations previously benefited from the Annual Report 2017 Citrix Systems, Inc. employees and facilities covered by the various restructuring charges, these employees and facilities have benefited different parts of the Company’s business in different ways, and the amount of these charges has varied significantly from period to period. The Company, therefore, believes that the exclusion of these charges will better help investors and financial analysts understand the Company’s operating results and underlying operational trends as compared to prior periods. • Separation costs represent transaction and transition costs associated with preparing businesses for independent operations consisting primarily of financial advisory fees, legal fees, accounting fees, tax services and information systems infrastructure duplication. These charges are not anticipated to be ongoing costs; and, thus, are outside of the normal operations of the Company’s business. As such, the Company believes that these expenses do not accurately reflect the underlying performance of continuing operations for the period in which they are incurred. • The Company has convertible note hedges in place to offset potential dilution from the embedded conversion feature in its convertible notes. For GAAP diluted earnings per share purposes, the Company cannot reflect the anti-dilutive impact of the convertible note hedges. The Company believes that reflecting the anti-dilutive impact of the convertible note hedges in non-GAAP diluted earnings per share provides investors with useful information in evaluating the financial performance of the Company on a per share basis. • Separation-related tax charges or benefits, which may include reversals of certain state R&D credits due to changes in expectations of realizability as a result of the separation of a significant business of the Company. The Company believes that these items do not accurately reflect the underlying performance of continuing operations for the period in which they are incurred. • Tax charges resulting from the enactment of U.S. tax reform. These charges are not anticipated to be ongoing costs; and, thus, are outside of the normal operations of the Company’s business. Therefore, the Company believes that the exclusion of these charges will better help investors and financial analysts understand the Company’s operating results and underlying operational trends as compared to prior periods. These non-GAAP financial measures are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and may differ from the non-GAAP information used by other companies. There are significant limitations associated with the use of non-GAAP financial measures. The additional non-GAAP financial information presented here should be considered in conjunction with, and not as a substitute for or superior to, the financial information presented in accordance with GAAP (such as net income and earnings per share) and should not be considered measures of the Company’s liquidity. Furthermore, the Company in the future may exclude amortization related to newly acquired intangible assets and debt discount, additional charges related to its restructuring programs, significant litigation charges or benefits, separation costs, convertible note hedges, separation-related tax charges or benefits, tax charges from the enactment of U.S. tax reform, and the related tax effects from financial measures that it releases. The Company expects to continue to incur stock-based compensation. 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B PANTONE 7689 C 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Black ] 2 Diff 4 Pagers - IN 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Cyan Annual Report 2017 Citrix Systems, Inc. Note Regarding Forward-Looking Statements This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Our operating results and financial condition have varied in the past and could in the future vary significantly depending on a number of factors. From time to time, information provided by us or statements made by our employees contain “forward-looking” information that involves risks and uncertainties. In particular, statements contained in this Annual Report for the year ended December 31, 2017, and in the documents incorporated by reference into this Annual Report, that are not historical facts, including, but not limited to, statements concerning our strategy and operational and growth initiatives, our transition to a subscription business model, product development and offerings of solutions and services, market positioning, distribution and sales channels, our partners and other strategic or technology relationships, financial information and results of operations for future periods, competition, seasonal factors, stock-based compensation, licensing and subscription renewal programs, international operations and expansion, investment transactions and valuations of investments and derivative instruments, restructuring charges, reinvestment or repatriation of foreign earnings, fluctuations in foreign exchange rates, tax estimates and other matters, stock repurchases, our debt, changes in accounting rules or guidance, changes in domestic and foreign economic conditions, delays or reductions in technology purchases, liquidity, litigation matters and intellectual property matters constitute forward-looking statements and are made under the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are neither promises nor guarantees. Our actual results of operations and financial condition could vary materially from those stated in any forward-looking statements. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this Annual Report, in the documents incorporated by reference into this Annual Report or presented elsewhere by our management from time to time: risks associated with the success and growth of our product lines, including competition, demand and pricing dynamics and the impact of our transition to new business models, including a subscription model; the impact of the global economy, volatility in global stock markets, foreign exchange rate volatility and uncertainty in the IT spending environment; the risks associated with maintaining the security of our products, services, and networks, including securing customer data stored by our services; changes in our pricing and licensing models, promotional programs and product mix, all of which may impact our revenue recognition; increased competition in markets for our virtualization and networking products and secure data services and the introduction of new products by competitors or the entry of new competitors into these markets; changes in our support offerings; the concentration of customers in our networking business; the company’s ability to develop, maintain a high level of quality and commercialize new products and services while growing its established virtualization and networking products and services; changes in our revenue mix towards products and services with lower gross margins; seasonal fluctuations in the company’s business; failure to execute our sales and marketing plans; failure to successfully partner with key distributors, resellers, system integrators, service providers and strategic partners and the company’s reliance on the success of those partners for the marketing and distribution of the company’s products; the company’s ability to maintain and expand its business in large enterprise accounts and reliance on large service provider customers; the size, timing and recognition of revenue from significant orders; the success of investments in its product groups, foreign operations and vertical and geographic markets; the recruitment and retention of qualified employees; transitions in key personnel and succession risk, including transitions in the company’s executive leadership; risks in effectively controlling operating expenses; ability to effectively manage our capital structure and the impact of related changes on our operating results and financial condition; the impact of U.S. tax reform, including unanticipated transition taxes, changes in valuation of tax assets and liabilities, non-renewal of tax credits or exposure to additional tax liabilities; the effect of new accounting pronouncements on revenue and expense recognition; our ability to make suitable acquisitions on favorable terms in the future; risks associated with our recent restructuring; risks associated with our acquisitions and divestitures, including failure to further develop and successfully market the technology and products of acquired companies, failure to achieve or maintain anticipated revenues and operating performance contributions from acquisitions, which could dilute earnings, the retention of key employees from acquired companies, difficulties and delays integrating personnel, operations, technologies and products, disruption to our ongoing business and diversion of management’s attention from our ongoing business, and failure to realize expected benefits or synergies from divestitures; failure to comply with federal, state and international regulations; litigation and disputes, including challenges to our intellectual property rights or allegations of infringement of the intellectual property rights of others; the inability to further innovate our technology or enter into new businesses due to the intellectual property rights of others; the ability to maintain and protect our collection of brands; charges in the event of a write-off or impairment of acquired assets, underperforming businesses, investments or licenses; international market readiness, execution and other risks associated with the markets for our products and services; risks related to servicing our debt; risks of political uncertainty and social turmoil, as well as other risks detailed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2017, or in the documents incorporated by reference into the Annual Report on Form 10-K for the year ended December 31, 2017. Such factors, among others, could have a material adverse effect upon our business, results of operations and financial condition. We caution readers not to place undue reliance on any forward-looking statements, which only speak as of the date made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. ©2018 Citrix Systems, Inc. All rights reserved. Citrix® is a registered trademark of Citrix Systems, Inc. and/or one or more of its subsidiaries, and may be registered in the U.S. Patent and Trademark Office and in other countries. All other trademarks and registered trademarks are property of their respective owners. 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B PANTONE 7689 C 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Black ] 2 Diff 4 Pagers - IN 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side B Cyan DTP PB Sheetfed 8.25x10.75 (23 x 35) 1/4 HT 3/16 Spine 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A Black ] 2 Diff 4 Pagers - OUT 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A PANTONE 7689 C 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A Magenta 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A Yellow 153654 TOPPAN Citrix Systems AR_Text_Insert Signature 1 Side A Cyan ] Sig 6 153654 TOPPAN Citrix Systems AR_Text_Insert 153654 TOPPAN Citrix Systems AR_Text_Insert ] Sig 6 ] Sig 1 153654 TOPPAN Citrix Systems AR_Text_Insert 153654 TOPPAN Citrix Systems AR_Text_Insert ] Sig 1 Annual Report 2017 Citrix Systems, Inc.Total Return to Shareholders (Includes Reinvestment of Dividends)Years endingCompany Name / IndexDec 13Dec 14Dec 15Dec 16Dec 17Citrix Systems, Inc.-3.610.8718.5718.0624.25S&P 500 Index32.3913.691.3811.9621.83Nasdaq Index40.1214.756.968.8729.64Peer Group29.1014.5012.958.9639.63Years endingCompany Name / IndexBase Period Dec 12Dec 13Dec 14Dec 15Dec 16Dec 17Citrix Systems, Inc.10096.3997.23115.28136.10169.11S&P 500 Index100132.39150.51152.59170.84208.14Nasdaq Index100140.12160.78171.97187.22242.71Peer Group100129.10147.82166.96181.93254.03Peer Group consists of companies with an SIC code of 7372COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURNFor the purpose of this graph, the distribution of LogMeIn common stock to our shareholders in connection with the separation of our GoTo business and subsequent merger with LogMeIn is treated as a non-taxable cash dividend of $18.59 (equal to the opening price of LogMeIn common stock on February 1, 2017 multiplied by .1718 of a share of LogMeIn common stock).  Such amount was deemed reinvested in Citrix common stock at the closing price on February 1, 2017 using the daily dividend reinvestment methodology.  Other financial data providers may use different methodologies to adjust for the GoTo separation, which may produce different results.INDEXED RETURNSANNUAL RETURN PERCENTAGE201220132014201520162017Nasdaq IndexPeer GroupS&P 500 IndexCitrix Systems, Inc.$250$200$150$100$50$0INSIDE FRONT INSIDE BACK Annual Report 2017 Citrix Systems, Inc. Annual Report 2017 Citrix Systems, Inc. FINANCIAL HIGHLIGHTS CORPORATE INFORMATION All financial data has been adjusted to reflect continuing operations. Year ended December 31 (In thousands, except per share data) 2017 2016 2015 Net revenues Cost of net revenues Gross margin Operating expenses Income from continuing operations Other (expense), net Income from continuing operations before income taxes Income tax expense (benefit) Income from continuing operations (Loss) income from discontinued operations, net of income tax expense Net (loss) income Net income per share from continuing operations (Loss) income per share from discontinued operations Net (loss) earnings per share—diluted 2,824,686 2,736,080 2,646,154 439,646 404,889 474,040 2,385,040 2,331,191 2,172,114 1,814,043 1,771,027 1,969,322 570,997 (20,651) 550,346 528,361 21,985 (42,704) (20,719) 0.14 (0.27) (0.13) 560,164 (32,394) 527,770 57,915 469,855 66,257 536,112 2.99 0.42 3.41 202,792 (38,208) 164,584 (50,549) 215,133 104,228 319,361 1.34 0.65 1.99 Weighted average shares outstanding—diluted 155,503 157,084 160,362 In 2017, Citrix revenue grew by 3% Revenue (millions) Earnings Per Share Operating Cash Flow (millions) 2017 $2,825 2016 $2,736 2015 $2,646 2017* $0.14 2016 $2.99 2015 $1.34 2017 $964 2016 $947 2015 $832 * Decrease in earnings per share was primarily due to an increase in tax expense as a result of $429 million (or $2.76 per diluted share) in charges related to the estimated impact from the enactment of the U.S. Tax Cuts and Jobs Act that was signed on December 22, 2017. The impacts of the U.S. Tax Cuts and Jobs Act may differ from this estimate, and the estimated charges may accordingly be adjusted over the course of 2018. Citrix (NASDAQ:CTXS) aims to power a world where people, organizations and things are securely connected and accessible to make the extraordinary possible. We help customers reimagine the future of work by providing the most comprehensive secure digital workspace that unifies the apps, data and services people need to be productive, and simplifies IT’s ability to adopt and manage complex cloud environments. With 2017 annual revenue of $2.82 billion, Citrix solutions are in use by more than 400,000 organizations including 99 percent of the Fortune 100 and 98 percent of the Fortune 500. Learn more at www.citrix.com. Major Operational Centers Alpharetta, GA, USA Bangalore, India Cambridge, United Kingdom Chalfont, United Kingdom Dublin, Ireland Ft. Lauderdale, FL, USA Munich, Germany Nanjing, China Raleigh, NC, USA Santa Clara, CA, USA Schaffhausen, Switzerland Sydney, Australia Tokyo, Japan STOCKHOLDER INFORMATION Executives Board of Directors David J. Henshall President and Chief Executive Officer Bob Calderoni Executive Chairman, Citrix For further information about Citrix, additional copies of this report, Form 10-K, or other financial information without charge, contact: Bob Calderoni Executive Chairman Andrew Del Matto Executive Vice President and Chief Financial Officer Mark M. Coyle Senior Vice President, Finance Mark Ferrer Executive Vice President and Chief Revenue Officer Tony Gomes Senior Vice President and General Counsel PJ Hough Senior Vice President and Chief Product Officer Donna Kimmel Senior Vice President and Chief People Officer Tim Minahan Senior Vice President, Business Strategy and Chief Marketing Officer Jeroen van Rotterdam Senior Vice President, Engineering Nanci E. Caldwell Lead Independent Director, Citrix Jesse A. Cohn Partner and Head of U.S. Equity Activism, Elliott Management Robert D. Daleo Retired Vice Chairman, Thomson Reuters Murray J. Demo Executive Vice President and Chief Financial Officer, Rubrik Ajei S. Gopal President and Chief Executive Officer, ANSYS David J. Henshall President and Chief Executive Officer, Citrix Peter J. Sacripanti Partner, McDermott Will & Emery Graham V. Smith Former Executive Vice President and Chief Financial Officer, Salesforce Godfrey R. Sullivan Executive Chairman, Splunk Investor Relations Citrix’s stock trades on the NASDAQ Global Select Market under the ticker symbol CTXS. The Citrix Annual Report and Form 10-K are available electronically at http:// investors.citrix.com/annual-reports Citrix Systems, Inc. Attn: Investor Relations 851 West Cypress Creek Road Fort Lauderdale, FL 33309 United States Tel: +1 954 267 3000 Tel: +1 800 424 8749 www.citrix.com/investors Transfer Agent and Registrar Computershare Trust Company, N.A. P.O. BOX 505000 Louisville, KY 40233-5000 Tel: +1 877 373 6374 http://www.computershare.com/investor Independent Registered Certified Public Accountants Ernst & Young LLP 5100 Town Center Circle, Suite 500 Boca Raton, FL 33486 Annual Meeting of Shareholders The Annual Meeting of Shareholders of Citrix Systems, Inc. will be held on June 6, 2018 at 4:00 p.m., Eastern Time Citrix Headquarters 851 West Cypress Creek Road Fort Lauderdale, FL 33309 United States 153654 TOPPAN -- INSIDE -- 1/4" HT -- BLACK PMS 7689 -- OUTSIDE BACK OUTSIDE FRONT 2017 Annual Report 2017 Annual Report C i t r i x S y s t e m s , I n c . A n n u a l R e p o r t 2 0 1 7 153654 TOPPAN -- OUTSIDE -- 1/4" HT -- CYAN MAGENTA YELLOW BLACK PMS 7689 -- 

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