10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

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	75-2275152
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
851 West Cypress Creek Road
Fort Lauderdale
Florida	33309
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code:

(954) 267-3000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $.001 per share	CTXS	The NASDAQ Global Select Market

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 every Interactive Data File required to be submitted 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 such files).   Yes ☒   No ☐ 

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 the definitions of “large accelerated filer,” “accelerated filer," “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

☒	Large accelerated filer	☐	Accelerated filer
☐	Non-accelerated filer	☐	Smaller reporting company
		☐	Emerging growth company

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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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐     No   ☒

As of April 27, 2022, there were 126,579,926 shares of the registrant’s Common Stock, $.001 par value per share, outstanding.

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CITRIX SYSTEMS, INC.

Form 10-Q

For the Quarterly Period Ended March 31, 2022

CONTENTS

		Page Number
PART I:	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets: March 31, 2022 (Unaudited) and December 31, 2021 (Derived from audited financial statements)	4
	Condensed Consolidated Statements of Income: Three Months ended March 31, 2022 and 2021 (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive Income: Three Months ended March 31, 2022 and 2021 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows: Three Months ended March 31, 2022 and 2021 (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44
PART II:	OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47
Signature		48

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PART I: FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CITRIX SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2022		December 31, 2021
	(Unaudited)		(Derived from audited financial statements)
	(In thousands, except par value)
Assets
Current assets:
Cash and cash equivalents	$	726,690	$	513,993
Short-term investments, available-for-sale	12,428		13,186
Accounts receivable, net of allowances of $40,338 and $33,279 at March 31, 2022 and December 31, 2021, respectively	602,540		885,311
Inventories, net	26,993		23,158
Prepaid expenses and other current assets	304,288		283,337
Total current assets	1,672,939		1,718,985
Long-term investments, available-for-sale	11,874		14,754
Property and equipment, net	209,480		219,031
Operating lease right-of-use assets, net	140,632		154,685
Goodwill	3,404,214		3,400,792
Other intangible assets, net	726,087		760,293
Deferred tax assets, net	413,365		417,016
Other assets	287,885		289,961
Total assets	$	6,866,476	$	6,975,517
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	134,872	$	165,250
Accrued expenses and other current liabilities	353,328		444,767
Income taxes payable	43,313		35,996
Short-term debt	99,952		—
Current portion of deferred revenues	1,622,847		1,708,058
Total current liabilities	2,254,312		2,354,071
Long-term portion of deferred revenues	315,234		329,535
Long-term debt	3,227,502		3,326,327
Long-term income taxes payable	204,782		204,782
Operating lease liabilities	152,057		166,014
Other liabilities	48,030		47,531
Commitments and contingencies
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; 326,701 and 325,174 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	327		325
Additional paid-in capital	7,142,363		7,041,576
Retained earnings	5,161,470		5,100,624
Accumulated other comprehensive loss	(3,541)		(2,896)
	12,300,619		12,139,629
Less - common stock in treasury, at cost (200,740 and 200,313 shares at March 31, 2022 and December 31, 2021, respectively)	(11,636,060)		(11,592,372)
Total stockholders' equity	664,559		547,257
Total liabilities and stockholders' equity	$	6,866,476	$	6,975,517

See accompanying notes.

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CITRIX SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

	Three Months Ended March 31,
	2022		2021
	(In thousands, except per share information)
Revenues:
Subscription	$	463,637	$	342,129
Product and license	33,297		44,235
Support and services	328,404		389,402
Total net revenues	825,338		775,766
Cost of net revenues:
Cost of subscription, support and services	107,026		110,745
Cost of product and license revenues	17,527		21,715
Amortization of product related intangible assets	17,343		11,009
Total cost of net revenues	141,896		143,469
Gross profit	683,442		632,297
Operating expenses:
Research and development	147,905		144,158
Sales, marketing and services	292,951		293,284
General and administrative	109,059		94,990
Amortization of other intangible assets	19,221		7,532
Restructuring	18,078		—
Total operating expenses	587,214		539,964
Income from operations	96,228		92,333
Interest income	442		321
Interest expense	(22,076)		(24,360)
Other (expense) income, net	(1,077)		12,896
Income before income taxes	73,517		81,190
Income tax expense (benefit)	13,285		(8,858)
Net income	$	60,232	$	90,048
Earnings per share:
Basic	$	0.48	$	0.73
Diluted	$	0.47	$	0.71
Weighted average shares outstanding:
Basic	125,498		122,923
Diluted	127,734		126,026

See accompanying notes.

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CITRIX SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

	Three Months Ended March 31,
	2022		2021
	(In thousands)
Net income	$	60,232	$	90,048
Other comprehensive income:
Available for sale securities:
Change in net unrealized (losses) gains	(3)		20
Less: reclassification adjustment for net gains included in net income	—		—
Net change (net of tax effect)	(3)		20
Gain on pension liability	—		1,050
Cash flow hedges:
Change in unrealized losses	(1,028)		(863)
Less: reclassification adjustment for net losses (gains) included in net income	386		(1,943)
Net change (net of tax effect)	(642)		(2,806)
Other comprehensive loss	(645)		(1,736)
Comprehensive income	$	59,587	$	88,312

See accompanying notes.

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CITRIX SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2022		2021
	(In thousands)
Operating Activities
Net income	$	60,232	$	90,048
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other	85,755		70,206
Stock-based compensation expense	79,408		86,862
Deferred income tax (benefit) expense	(5,510)		6,929
Effects of exchange rate changes on monetary assets and liabilities denominated in foreign currencies	6,803		10,771
Other non-cash items	15,124		(13,118)
Total adjustments to reconcile net income to net cash provided by operating activities	181,580		161,650
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable	274,586		302,824
Inventories	(4,047)		(1,357)
Prepaid expenses and other current assets	(3,255)		(18,416)
Other assets	(21,248)		(27,533)
Income taxes, net	(771)		(38,020)
Accounts payable	(29,860)		24,856
Accrued expenses and other current liabilities	(82,915)		(190,809)
Deferred revenues	(99,512)		(92,145)
Other liabilities	119		1,758
Total changes in operating assets and liabilities, net of the effects of acquisitions	33,097		(38,842)
Net cash provided by operating activities	274,909		212,856
Investing Activities
Purchases of available-for-sale investments	(2,034)		(2,561)
Proceeds from maturities of available-for-sale investments	5,669		108,761
Purchases of property and equipment	(18,839)		(23,894)
Cash paid for acquisitions, net of cash acquired	—		(2,022,618)
Cash paid for licensing agreements, patents and technology	(2,659)		(2,065)
Other	514		776
Net cash used in investing activities	(17,349)		(1,941,601)
Financing Activities
Proceeds from issuance of common stock under stock-based compensation plan	1,143		—
Proceeds from term loan credit agreement, net of issuance costs	—		997,947
Proceeds from senior notes, net of issuance costs	—		741,393
Repayment of acquired debt	—		(190,000)
Cash paid for tax withholding on vested stock awards	(43,688)		(42,303)
Cash paid for dividends	—		(45,522)
Other	—		(5,438)
Net cash (used in) provided by financing activities	(42,545)		1,456,077
Effect of exchange rate changes on cash and cash equivalents	(2,318)		(2,484)
Change in cash and cash equivalents	212,697		(275,152)
Cash and cash equivalents at beginning of period	513,993		752,895
Cash and cash equivalents at end of period	$	726,690	$	477,743

See accompanying notes.

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CITRIX SYSTEMS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Citrix Systems, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. All adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown, are of a normal recurring nature and have been reflected in the condensed consolidated financial statements and accompanying notes. The results of operations for the periods presented are not necessarily indicative of the results expected for the full year or for any future period partially because of the seasonality of the Company’s business. Historically, the Company’s revenue for the fourth quarter of any year is typically higher than the revenue for the first quarter of the subsequent year. The information included in these condensed consolidated financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this report and the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The condensed 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.

The Company's revenues are derived from sales of its Workspace solutions, App Delivery and Security products and related Support and services. The Company operates under one reportable segment. See Note 10 for more information on the Company's segment.

Pending Merger

On January 31, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Picard Parent, Inc. (“Parent”), Picard Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”) and, for certain limited purposes detailed in the Merger Agreement, TIBCO Software, Inc. (“TIBCO”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Parent and Merger Sub were formed by affiliates of Vista Equity Partners (“Vista”). Vista is partnering with Evergreen Coast Capital Corp. (“Evergreen”), an affiliate of Elliott Investment Management L.P. (“Elliott”), to acquire all of the Company’s outstanding shares of common stock (the “Company Common Stock”) for $104.00 per share in cash. At a Special Meeting of Stockholders held on April 21, 2022, the Company's stockholders approved the Merger Agreement. The Merger is expected to close mid-year 2022, subject to customary closing conditions, including receipt of regulatory approvals. See Note 18 for more information on the proposed merger transaction.

2. SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

Business Combinations

In October 2021, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update on business combinations. The new guidance requires companies to apply revenue guidance under Accounting Standards Codification Topic 606 to recognize and measure contract assets and contract liabilities acquired in a business combination on the acquisition date. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. The update will be effective for the Company beginning in the first quarter of 2023, though early adoption is permitted. The Company is currently evaluating the timing of adoption and impact of this new standard.

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 condensed consolidated financial statements and accompanying notes. Significant estimates made by management include estimation for reserves for legal contingencies, the standalone selling price of certain performance obligations related to revenue recognition, the provision for credit losses related to accounts receivable, contract assets, and available-for-sale debt securities, the provision to reduce

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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 and measurement of expense related to performance stock units, the assumptions used in the discounted cash flows to mark certain of its investments to market, the valuation of the Company’s goodwill, valuation of acquired intangible assets and liabilities, net realizable value of product related and other intangible assets, the provision for income taxes, valuation allowance for deferred tax assets, uncertain tax positions, and the amortization and depreciation periods for contract acquisition costs, intangible and long-lived assets. While the Company believes that such estimates are fair when considered in conjunction with the condensed consolidated financial position and results of operations taken as a whole, the actual amounts of such items, when known, will vary from these estimates.

Available-for-sale Investments

Short-term and long-term available-for-sale investments in debt securities as of March 31, 2022 and December 31, 2021 primarily consist of corporate securities. Investments classified as available-for-sale debt securities are stated at fair value, with unrealized gains and losses, net of taxes, reported in Accumulated other comprehensive loss in the accompanying condensed consolidated balance sheets. 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 unrealized changes in the fair value of its available-for-sale debt securities in income unless a security is deemed to be impaired.

The allowance for credit losses on the Company's investments in available-for-sale debt securities is determined using a quantitative discounted cash flow analysis if impairment triggers exist after a qualitative screen is completed. Impairment on available-for-sale debt securities is determined on an individual security basis and the security is subject to impairment when its fair value declines below its amortized cost basis. If the fair value is less than the amortized cost basis, management must then determine whether it intends to sell the security or whether it is more likely than not that it will be required to sell the security before it recovers its value. If management intends to sell the security or will more-likely-than-not be required to sell the impaired security before it recovers its value, a credit loss is recorded to Other (expense) income, net in the accompanying condensed consolidated statements of income. If management does not intend to sell the security, nor will it more-likely-than-not be required to sell the security before the security recovers its value, management must then determine whether the loss is due to credit loss or other factors. For impairment indicators due to credit loss factors, management establishes an allowance for credit losses with a charge to Other (expense) income, net. For impairment indicators due to other factors, management records the loss with a charge to Accumulated other comprehensive loss in the accompanying condensed consolidated balance sheets.

See Note 7 for additional information regarding the Company’s investments.

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 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. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

•Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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. 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

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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. See Note 7 for additional information regarding the Company’s fair value measurements.

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. The remeasurement of those foreign currency transactions is included in determining net income or loss for the period of exchange.

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 condensed consolidated financial statements using a fair value method. The Company accounts for forfeitures as they occur. See Note 8 for further information regarding the Company’s stock-based compensation plans.

3. REVENUE

The following is a description of the principal activities from which the Company generates revenue.

Subscription

Subscription revenues primarily consist of cloud-hosted offerings, which provide customers a right to access one or more of the Company’s cloud-hosted subscription offerings, with routine customer support, as well as revenues from the Citrix Service Provider (“CSP”) program, on-premise subscription software licenses, and hybrid subscription offerings. The CSP program provides subscription-based services in which the CSP partners host software services to their end users.

Product and license

Product and license revenues are primarily derived from App Delivery and Security products.

Support and services

Support and services revenues include license updates, maintenance and professional services which are primarily related to the Company's perpetual offerings. License updates and maintenance revenues are primarily comprised of software and hardware maintenance, when and if-available updates and technical support. Services revenues are comprised of fees from consulting services primarily related to the implementation of the Company’s products and fees from product training and certification.

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The Company’s typical performance obligations include the following:

Performance Obligation	When Performance Obligation is Typically Satisfied
Subscription
Cloud-hosted offerings	Over the contract term, beginning on the date that service is made available to the customer (over time)
CSP	As the usage occurs (over time)
On-premise subscription software licenses	When software activation keys have been made available for download (point in time)
On-premise subscription license updates and maintenance	Ratably over the course of the service term (over time)
Product and license
Perpetual software licenses	When software activation keys have been made available for download (point in time)
Hardware	When control of the product passes to the customer; typically upon shipment (point in time)
Support and services
License updates and maintenance for perpetual software licenses	Ratably over the course of the service term (over time)
Professional services	As the services are provided (over time)

Significant Judgments

The Company generates all of its revenues from contracts with customers. At contract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with a customer to identify each performance obligation within the contract, and then evaluates whether the performance obligations are capable of being distinct and distinct within the context of the contract. Solutions and services that are not both capable of being distinct and distinct within the context of the contract are combined and treated as a single performance obligation in determining the allocation and recognition of revenue.

The standalone selling price is the price at which the Company would sell a promised product or service separately to the customer. For the majority of the Company's software licenses and hardware, CSP and on-premise subscription software licenses, the Company uses the observable price in transactions with multiple performance obligations. For the majority of the Company’s support and services, and cloud-hosted subscription offerings, the Company uses the observable price when the Company sells that support and service and cloud-hosted subscription separately to similar customers. If the standalone selling price for a performance obligation is not directly observable, the Company estimates it. The Company estimates the standalone selling price by taking into consideration market conditions, economics of the offering and customers’ behavior. The Company maximizes the use of observable inputs and applies estimation methods consistently in similar circumstances. The Company allocates the transaction price to each distinct performance obligation on a relative standalone selling price basis.

Revenues are recognized when control of the promised products or services are transferred to customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those products or services.

Sales tax

The Company records revenue net of sales tax.

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Timing of revenue recognition

	Three Months Ended March 31,
	2022		2021
	(In thousands)
Products and services transferred at a point in time	$	123,404	$	141,799
Products and services transferred over time	701,934		633,967
Total net revenues	$	825,338	$	775,766

Contract balances

The Company's short-term and long-term contract assets, net of allowance for credit losses, were $44.7 million and $43.9 million, respectively, as of March 31, 2022, and $46.6 million and $40.5 million, respectively, as of December 31, 2021, and are included in Prepaid expenses and other current assets and Other assets, respectively, in the accompanying condensed consolidated balance sheets. The Current portion of deferred revenues and the Long-term portion of deferred revenues were $1.62 billion and $315.2 million, respectively, as of March 31, 2022 and $1.71 billion and $329.5 million, respectively, as of December 31, 2021. The difference in the opening and closing balances of the Company’s contract assets and liabilities primarily results from the timing difference between the Company’s performance, and the Company's right to consideration or the customer’s payment. During the three months ended March 31, 2022, the Company recognized $595.8 million of revenue that was included in the deferred revenue balance as of December 31, 2021.

The Company performs its obligations under a contract with a customer by transferring solutions and services in exchange for consideration from the customer. Accounts receivable are recorded when the right to consideration becomes unconditional. The timing of the Company’s performance differs from the timing of the Company's right to consideration or the customer’s payment, which results in the recognition of a contract asset or a contract liability. The Company recognizes a contract asset when the Company transfers products or services to a customer and the right to consideration is conditional on something other than the passage of time. The Company recognizes a contract liability when it has received consideration or an amount of consideration is due from the customer and the Company has a future obligation to transfer products or services. The Company had no material asset impairment charges related to contract assets for either the three months ended March 31, 2022 and 2021, respectively. 

For the Company’s perpetual offerings, the timing of payment is typically upfront. Therefore, deferred revenue is created when a contract includes performance obligations such as license updates and maintenance or certain professional services that are satisfied over time. For subscription contracts, the timing of payment is typically in advance of services, and deferred revenue is amortized as these services are provided over time.

For contracts that have an original duration of one year or less, the Company applies a practical expedient to determine whether a significant financing component exists and does not consider the effects of the time value of money. For multi-year contracts, the Company bills annually.

Transaction price allocated to the remaining performance obligations

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period (in thousands):

	<1-3 years		3-5 years		5 years or more		Total
Subscription	$	2,049,561	$	88,997	$	1,167	$	2,139,725
Support and services	1,099,795		22,062		604		1,122,461
Total net revenues	$	3,149,356	$	111,059	$	1,771	$	3,262,186

Contract acquisition costs

The Company is required to capitalize certain contract acquisition costs consisting primarily of commissions paid and related payroll taxes when contracts are signed. The asset recognized from capitalized incremental and recoverable acquisition costs is amortized over the expected period of benefit on a basis consistent with the pattern of transfer of the products or services to which the asset relates. The Company elects to apply a practical expedient to expense contract acquisition costs as incurred where the pattern of transfer is one year or less.

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The Company’s typical contracts include performance obligations related to subscription, product and licenses, and support and services. Contract acquisition costs are allocated to performance obligations using a portfolio approach. The Company assesses its sales compensation plans at least annually to evaluate whether contract acquisition costs for renewals and extensions are commensurate with those related to initial contracts. If concluded to be commensurate, the contract acquisition costs are amortized over the contractual term on a basis consistent with the pattern of transfer of the products or services to which the asset relates. If concluded not to be commensurate, the contract acquisition costs are amortized over the greater of the contractual term or estimated customer life on a basis consistent with the pattern of transfer of the products or services to which the asset relates. The Company estimates an average customer life of three years to five years, which it believes is appropriate based on consideration of the historical average customer life and the estimated useful life of the underlying product and license sold as part of the transaction.

For the three months ended March 31, 2022 and 2021, the Company recorded amortization of capitalized contract acquisition costs of $21.7 million and $18.3 million, respectively, which is recorded in Sales, marketing and services expense in the accompanying condensed consolidated statements of income. The Company's short-term and long-term contract acquisition costs were $81.8 million and $144.6 million, respectively, as of March 31, 2022, and $82.4 million and $144.2 million, respectively, as of December 31, 2021, and are included in Prepaid expenses and other current assets and Other assets, respectively, in the accompanying condensed consolidated balance sheets. There were no impairment losses in relation to costs capitalized during the three months ended March 31, 2022 and 2021, respectively.

4. 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 exercise or settlement of stock awards and shares issuable under the employee stock purchase plan (calculated using the treasury stock method) during the period they were outstanding.

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share information):

	Three Months Ended
	March 31,
	2022		2021
Numerator:
Net income	$	60,232	$	90,048
Denominator:
Denominator for basic earnings per share - weighted-average shares outstanding	125,498		122,923
Effect of dilutive employee stock awards	2,236		3,103
Denominator for diluted earnings per share - weighted-average shares outstanding	127,734		126,026
Basic earnings per share	$	0.48	$	0.73
Diluted earnings per share	$	0.47	$	0.71

For the three months ended March 31, 2022, anti-dilutive stock-based awards excluded from the calculations of diluted earnings per share were 1.2 million shares. For the three months ended March 31, 2021, stock-based awards excluded from the calculations of diluted earnings per share were not material.

5. CREDIT LOSSES

The Company is exposed to credit losses primarily through its accounts receivable, investments in available-for-sale debt securities, and contract assets. See Note 3 for additional information related to the Company's contract assets.

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Accounts receivable, net

The Company's accounts receivable consist of the following (in thousands):

	March 31, 2022
Accounts receivable, gross	$	642,878
Less: allowance for returns	(12,494)
Less: allowance for credit losses	(27,844)
Accounts receivable, net	$	602,540

The allowance for credit losses on accounts receivable is determined using a combination of specific reserves for accounts that are deemed to exhibit credit loss indicators and general reserves that are judgmentally determined using loss rates based on historical write-offs by geography and customer accounts subject to credit check versus non-credit check status and consideration of recent forecasted information, including underlying economic expectations. The credit loss reserves are updated quarterly for most recent write-offs and collections information and underlying economic expectations. The Company will compare its current estimate of expected credit losses with the estimate of credit losses from the prior period and will report in net income the amount necessary to adjust the allowance for current expected credit losses. Credit loss expense is included within General and administrative expenses in the accompanying condensed consolidated statements of income.

The activity in the Company's allowance for credit losses for the three months ended March 31, 2022 is summarized as follows (in thousands):

	Total
Balance of allowance for credit losses at January 1, 2022	$	20,737
Current period provision (reversal) for expected losses	7,741
Write-offs charged against allowance	(634)
Balance of allowance for credit losses at March 31, 2022	$	27,844

As of March 31, 2022, one distributor accounted for 14% of the Company's total gross accounts receivable.

Available-for-sale Investments

The Company did not have any credit loss expense recorded related to available-for-sale debt securities for the three months ended March 31, 2022 and 2021, respectively.

The Company has available-for-sale debt securities that have fair values below amortized cost; however, the Company does not consider a credit allowance necessary as (i) the Company does not intend to sell the securities, (ii) it is not more-likely-than-not that the Company will be required to sell the investments before recovery of the amortized cost basis, and (iii) the unrealized losses are due to market factors rather than credit loss factors. See Note 7 for more information on available-for-sale debt securities.

6. ACQUISITIONS

2021 Business Combination

On February 26, 2021 (the “Closing Date”), the Company completed the acquisition of Wrangler Topco, LLC (“Wrangler”), the parent entity of Wrike, Inc. (“Wrike”), a leader in the SaaS collaborative work management space, for approximately $2.07 billion (the “Purchase Consideration”). The Purchase Consideration consisted of a base purchase price of $2.25 billion and was subject to certain adjustments as provided for under the related Agreement and Plan of Merger dated January 16, 2021 (the “Wrike Agreement”). The addition of Wrike’s cloud-delivered capabilities was intended to expand the Company's collaborative work management capabilities. Under the Wrike Agreement, the Company acquired all of the issued and outstanding equity securities of Wrangler.

Under the terms of the Wrike Agreement, certain unvested stock options held by Wrike employees were assumed by the Company and converted into options to purchase 526,113 shares of the Company's common stock that were valued at $54.3 million using the Black-Scholes option-pricing model. The portion of the fair value of the assumed stock options associated with pre-combination service of Wrike employees was valued at $28.9 million and represented a component of the Purchase Consideration. The remaining fair value of $25.4 million is being recognized as post-combination stock-based compensation expense over the service period. See Note 8 for detailed information on the assumed stock options.

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The Company incurred $20.1 million of expenses related to the Wrike acquisition, of which $0.3 million and $15.5 million were expensed during the three months ended March 31, 2022 and 2021, respectively, and are included in General and administrative expense in the accompanying condensed consolidated statements of income.

In February 2021, the Company entered into a three-year term loan credit agreement providing for a $1.00 billion senior unsecured term loan (the “2021 Term Loan”) and issued $750.0 million of unsecured senior notes due March 1, 2026 (the “2026 Notes”). The proceeds of the 2021 Term Loan and the 2026 Notes were used (i) to fund a portion of the purchase price of the acquisition and (ii) to pay fees and expenses incurred in connection with the acquisition. The Company incurred $9.1 million of issuance costs that were netted against Long-term debt in the accompanying condensed consolidated balance sheets. See Note 11 for detailed information on the debt financing.

7. INVESTMENTS AND FAIR VALUE MEASUREMENTS

Investments

Available-for-sale Investments

The Company's short-term available-for-sale debt investments are measured to fair value on a recurring basis. Unrealized gains and losses related to the Company’s short-term investments are recorded in Other comprehensive loss and are generally due to interest rate fluctuations. The securities that are in an unrealized loss position are reviewed on an individual basis in order to evaluate if all or a portion of the unrealized loss is a result of a credit loss. For impairment indicators due to credit loss factors, the Company establishes an allowance for credit losses with a charge to current period net income. See Note 5 for additional information regarding the credit losses for available-for-sale investments. As of March 31, 2022 and December 31, 2021, unrealized gains and losses from the Company’s available-for-sale investments were not material and the amortized cost approximated their fair value. For the three months ended March 31, 2022 and 2021, realized gains and losses on available-for-sale investments were not material.

The average remaining maturities of the Company’s short-term and long-term available-for-sale investments at March 31, 2022 were approximately six months and two years, respectively.

For the three months ended March 31, 2022 and 2021, the Company did not receive any proceeds from the sales of available-for-sale investments.

Equity Securities Accounted for at Net Asset Value

The Company held equity interests in certain private equity funds of $19.9 million and $21.5 million as of March 31, 2022 and December 31, 2021, respectively, which are accounted for under the net asset value practical expedient. These investments are included in Other assets in the accompanying condensed consolidated balance sheets. The net asset value of these investments is determined using quarterly capital statements from the funds, which are based on the Company’s contributions to the funds, allocation of profit and loss and changes in fair value of the underlying fund investments. These private equity funds focus on making venture capital investments, principally by investing in equity securities of early and late stage privately-held corporations. The funds’ general partner shall determine the amount, timing and form (whether cash or in kind) of all distributions made by the funds. The Company may only transfer its investments in private equity fund interests subject to the general partner’s written consent and cannot trade its fund interests in established securities markets, secondary markets or equivalents thereof. The Company had no unfunded commitments as of March 31, 2022.

Equity Securities without Readily Determinable Fair Values

The Company held direct investments in privately-held companies of $24.3 million and $24.4 million as of March 31, 2022 and December 31, 2021, respectively, which are accounted for at cost, less impairment plus or minus adjustments resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. These investments are included in Other assets in the accompanying condensed consolidated balance sheets. The Company periodically reviews these investments for impairment and observable price changes on a quarterly basis and adjusts the carrying value accordingly.

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Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	As of March 31, 2022		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	$	614,758	$	614,758	$	—	$	—
Money market funds	76,878		76,878		—		—
Corporate securities	16,978		—		16,978		—
Government securities	18,076		—		18,076		—
Available-for-sale securities:
Corporate securities	24,302		—		23,802		500
Prepaid expenses and other current assets:
Foreign currency derivatives	4,978		—		4,978		—
Total assets	$	755,970	$	691,636	$	63,834	$	500
Accrued expenses and other current liabilities:
Foreign currency derivatives	1,741		—		1,741		—
Total liabilities	$	1,741	$	—	$	1,741	$	—

	As of December 31, 2021		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	$	425,650	$	425,650	$	—	$	—
Money market funds	70,893		70,893		—		—
Corporate securities	17,450		—		17,450		—
Available-for-sale securities:
Corporate securities	27,940		—		27,440		500
Prepaid expenses and other current assets:
Foreign currency derivatives	741		—		741		—
Total assets	$	542,674	$	496,543	$	45,631	$	500
Accrued expenses and other current liabilities:
Foreign currency derivatives	1,531		—		1,531		—
Total liabilities	$	1,531	$	—	$	1,531	$	—

The Company’s investment policy is designed to limit exposure to any one issuer depending on credit quality. 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 the majority 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). See Note 12 for further information regarding the Company's derivatives.

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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.

As of March 31, 2022, the fair values of the $750.0 million unsecured senior notes due March 1, 2030 (the “2030 Notes”), $750.0 million unsecured senior notes due December 1, 2027 (the “2027 Notes”), and $750.0 million 2026 Notes were 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 quarter ended March 31, 2022, the carrying value was as follows (in thousands):

	Fair Value		Carrying Value
2030 Notes	$	744,210	$	740,582
2027 Notes	$	769,485	$	744,930
2026 Notes	$	727,965	$	743,298

The Company also has variable debt instruments indexed to 1-Month LIBOR that resets monthly and the fair values of these instruments approximate the carrying value as of March 31, 2022. See Note 11 for more information on the Company's debt instruments.

8. STOCK-BASED COMPENSATION

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 March 31, 2022, the Company had three stock-based compensation plans with shares available for grant.

The Company is currently granting stock-based awards from its Second Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”), which was amended at the Company's Annual Meeting of Stockholders on June 3, 2020. Pursuant to the June 2020 amendment, the maximum number of shares of common stock available for issuance under the 2014 Plan was increased to 51,300,000. In addition, the amendment extended the term of the 2014 Plan to June 3, 2030 and updated the vesting provisions from monthly to annual vesting for annual director awards, consistent with the Company's current compensation program for non-employee directors. As of March 31, 2022, there were 14,645,049 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 10,923,231 shares of common stock.

In connection with the Wrike acquisition, on February 26, 2021, the Company's Board of Directors adopted the 2021 Inducement Plan (the “2021 Inducement Plan”). The 2021 Inducement Plan provides for the grant of equity awards to induce highly-qualified prospective officers and employees to accept employment and to provide them with a proprietary interest in the Company. The Company is authorized to issue 320,000 shares of common stock for inducement awards under the 2021 Inducement Plan. As of March 31, 2022, there were 205,023 shares of common stock reserved for issuance pursuant to the 2021 Inducement Plan, including authorization under the 2021 Inducement Plan to grant stock-based awards covering 48,322 shares of common stock.

Effective February 26, 2021, the Company assumed the Wrangler Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan (the “Wrangler Plan”) and the Wrike, Inc. Amended and Restated 2013 Stock Plan (the “Wrike Plan”). As of March 31, 2022, there were 673,160 shares of the Company’s common stock reserved and authorized for issuance under the terms of the Wrangler Plan, including authorization under the Wrangler Plan to grant stock-based awards covering 288,687 shares of common stock. As of March 31, 2022, there were 131,091 shares of the Company's common stock reserved and authorized for issuance under the terms of the Wrike Plan. All of the Wrike Plan awards are currently outstanding with no new shares available for issuance.

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Stock-Based Compensation

The detail of the total stock-based compensation recognized by income statement classification is as follows (in thousands):

	Three Months Ended March 31,
Income Statement Classifications	2022		2021
Cost of subscription, support and services	$	3,540	$	4,406
Research and development	33,528		31,127
Sales, marketing and services	22,764		28,342
General and administrative	19,576		22,987
Total	$	79,408	$	86,862

Non-vested Stock Units

Service-Based Stock Units

The Company awards senior level employees and certain other employees non-vested stock units granted under the 2014 Plan that vest based on service. These non-vested stock unit awards primarily vest 33.33% on each of the first, second and third anniversary subsequent to the grant date of the award. 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, which represent the right to receive one share of the Company's common stock upon vesting. Awards granted to non-employee directors vest in full in one installment on the earlier of: (i) the first anniversary of the award date; or (ii) the day immediately prior to the Company’s next annual meeting of stockholders following the award date.

Unrecognized Compensation Related to Stock Units

As of March 31, 2022, the total number of non-vested stock units outstanding, including company performance awards and service-based awards was 3,960,195. As of March 31, 2022, there was $309.2 million of total unrecognized compensation cost related to non-vested stock units. The unrecognized cost of the awards legally granted through March 31, 2022 is expected to be recognized over a weighted-average period of 1.41 years.

Company Performance Stock Units

The Company recorded stock-based compensation costs related to its company performance stock units of $12.0 million and $13.2 million for the three months ended March 31, 2022 and 2021 respectively.

Assumed stock options

In connection with the acquisition of Wrike, the Company assumed 526,113 outstanding stock options which expire ten years from the date of grant and which were valued using the Black-Scholes option-pricing model. Of these assumed awards, 180,003 options continued with the same monthly vesting conditions under which they were originally granted. The majority of the remaining assumed options were reset to primarily cliff vest on December 31, 2021 or annually over two years.

The estimated weighted-average grant date fair value for the assumed stock options was $103.22 per share and total fair value of $54.3 million. For the three months ended March 31, 2022 and 2021, the Company recorded stock-based compensation costs related to unvested assumed stock options of $2.5 million and $2.0 million, respectively. As of March 31, 2022, there was $6.8 million of total unrecognized compensation costs related to unvested assumed stock options to be recognized over a weighted-average period of 0.64 years. See Note 6 for detailed information on the Wrike acquisition.

Subsequent Event

On April 1, 2022, the Company awarded certain non-executive senior level employees and certain other employees, 581,341 non-vested stock units granted under the 2014 Plan that vest based on service and 23,165 non-vested stock units granted under the Wrangler Plan that also vest based on service. These non-vested stock unit awards vest 100% on the first anniversary of the grant date of the award, subject to continued employment through such date.

The April 1, 2022 awards were accounted for as stock-settled debt as of March 31, 2022 as the dollar value of the awards was approved before the grant date and constitutes a fixed dollar value of awards that will be settled in a variable number of non-vested stock units on their respective grant dates. Total unrecognized cost related to these awards as of March 31, 2022 was $59.9 million.

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9. GOODWILL AND OTHER INTANGIBLE ASSETS

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. The Company performed a qualitative assessment in connection with its annual goodwill impairment test in the fourth quarter of 2021. 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 test analysis completed during the fourth quarter of 2021.

The following table presents the change in goodwill during the three months ended March 31, 2022 (in thousands):

	Balance at January 1, 2022		Additions		Other			Balance at March 31, 2022
Goodwill	$	3,400,792	$	—	$	3,422	(1)	$	3,404,214

(1) Amount relates to adjustments to the purchase price allocation associated with 2021 acquisition.

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 two to seven years, except for patents, which are amortized over the lesser of their remaining life or seven to ten years.

Intangible assets consist of the following (in thousands):

	March 31, 2022				December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Product related intangible assets	$	1,051,764	$	721,533	$	1,049,406	$	704,190
Other	664,791		268,935		664,791		249,714
Total	$	1,716,555	$	990,468	$	1,714,197	$	953,904

Amortization of product related intangible assets, which consists primarily of product related technologies and patents, was $17.3 million and $11.0 million for the three months ended March 31, 2022 and 2021, respectively, and is classified as a component of Cost of net revenues in the accompanying condensed consolidated statements of income. Amortization of other intangible assets, which consist primarily of customer relationships, trade names and backlog was $19.2 million and $7.5 million for the three months ended March 31, 2022 and 2021, respectively, and is classified as a component of Operating expenses in the accompanying condensed consolidated statements of income.

The Company monitors its intangible assets for indicators of impairment. If the Company determines impairment has occurred, it will write-down the intangible asset to its fair value. 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.

Estimated future amortization expense of intangible assets with finite lives as of March 31, 2022 is as follows (in thousands): 

Year ending December 31,
2022 (remaining nine months)	$	110,890
2023	138,997
2024	131,135
2025	128,650
2026	127,079
Thereafter	89,336
Total	$	726,087

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10. SEGMENT INFORMATION

Citrix 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.

Revenues by Product Grouping

Revenues by product grouping were as follows (in thousands):

	Three Months Ended
	March 31,
	2022		2021
Net revenues:
Workspace (1)	$	634,558	$	580,962
App Delivery and Security (2)	169,486		169,987
Professional services (3)	21,294		24,817
Total net revenues	$	825,338	$	775,766

(1)Workspace revenues are primarily comprised of sales from the Company’s application virtualization solutions, which include Citrix Workspace, Citrix Virtual Apps and Desktops, Citrix Content Collaboration, and Collaborative Work Management.

(2)App Delivery and Security revenues primarily include Citrix ADC.

(3)Professional services revenues are comprised of revenues from consulting services primarily related to the Company's perpetual offerings and product training and certification services.

Revenues by Geographic Location

The following table presents revenues by geographic location, for the following periods (in thousands):

	Three Months Ended
	March 31,
	2022		2021
Net revenues:
Americas	$	463,225	$	426,683
EMEA	287,459		277,799
APJ	74,654		71,284
Total net revenues	$	825,338	$	775,766

Subscription Revenue

The Company's subscription revenue relates to fees for SaaS, which are generally recognized ratably over the contractual term and non-SaaS, which are generally recognized at a point in time, other than the related support which is recognized over the contractual term. SaaS primarily consists of subscriptions delivered via a cloud-hosted service whereby the customer does not take possession of the software and hybrid subscription offerings and the related support. Non-SaaS consists primarily of on-premise licensing, hybrid subscription offerings, CSP services and the related support. The Company's hybrid subscription offerings are allocated between SaaS and non-SaaS. The following table presents subscription revenues by SaaS and non-SaaS components, for the following periods (in thousands):

	Three Months Ended
	March 31,
	2022		2021
Subscription:
SaaS	$	271,507	$	171,081
Non-SaaS	192,130		171,048
Total Subscription revenue	$	463,637	$	342,129

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11. DEBT

The components of the Company's debt were as follows (in thousands):

	March 31, 2022		December 31, 2021
2021 Term Loan Credit Agreement	$	1,000,000	$	1,000,000
Term Loan Credit Agreement	100,000		100,000
2026 Notes	750,000		750,000
2027 Notes	750,000		750,000
2030 Notes	750,000		750,000
Total face value	3,350,000		3,350,000
Less: unamortized discount	(6,035)		(6,276)
Less: unamortized issuance costs	(16,511)		(17,397)
Total debt	$	3,327,454	$	3,326,327

2021 Term Loan Credit Agreement

On February 5, 2021, the Company entered into a term loan credit agreement (the “2021 Term Loan Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto from time to time (collectively, the “2021 Lenders”). The 2021 Term Loan Credit Agreement provided the Company with a facility to borrow a term loan on an unsecured basis in an aggregate principal amount of up to $1.00 billion (the “2021 Term Loan”). The Company borrowed $1.00 billion on February 26, 2021 under the 2021 Term Loan, and the loan matures on February 26, 2024. The proceeds of borrowings under the 2021 Term Loan Credit Agreement were used to finance a portion of the purchase price for the Wrike acquisition. See Note 6 for detailed information on the Wrike acquisition.

Borrowings under the 2021 Term Loan Credit Agreement bear interest at a rate equal to (a) either (i) a customary LIBOR formula or, upon a phase-out of LIBOR, an alternative benchmark rate as provided in the 2021 Term Loan Credit Agreement, or (ii) a customary base rate formula, plus (b) the applicable margin with respect thereto, which initially was determined based on the Company’s consolidated leverage ratio. The Company made an election to base the applicable margin on the Company’s non-credit enhanced, senior unsecured long-term debt rating as determined by Moody’s Investors Service, Inc., Standard & Poor’s Financial Services, LLC and Fitch Ratings Inc., in each case as set forth in the 2021 Term Loan Credit Agreement effective in the third quarter of 2021.

The 2021 Term Loan Credit Agreement includes a covenant limiting the Company’s consolidated leverage ratio to not more than 4.0:1.0, subject to a mandatory step-down after the fiscal quarter ending March 31, 2022 to 3.75:1.0, and further subject to, upon the occurrence of a qualified acquisition in any quarter on or after the fiscal quarter ending March 31, 2022, if so elected by the Company, a step-up to 4.25:1.0 for the four fiscal quarters following such qualified acquisition. The 2021 Term Loan Credit Agreement also includes a covenant limiting the Company’s consolidated interest coverage ratio to not less than 3.0:1.0. The 2021 Term Loan 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 of the Company and bankruptcy-related defaults. The 2021 Lenders are entitled to accelerate repayment of the loans under the 2021 Term Loan Credit Agreement upon the occurrence of any of the events of default. In addition, the 2021 Term Loan Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company to grant liens, merge or consolidate, dispose of all or substantially all of its assets, change its business and incur subsidiary indebtedness, in each case subject to customary exceptions. The 2021 Term Loan Credit Agreement also contains representations and warranties customary for an unsecured financing of this type. The Company was in compliance with these covenants as of March 31, 2022.

Certain 2021 Lenders and/or their affiliates have provided and may continue to provide commercial banking, investment management and other services to the Company, its affiliates and employees, for which they receive customary fees and commissions.

Term Loan Credit Agreement

On January 21, 2020, the Company entered into a term loan credit agreement with Bank of America, N.A., as administrative agent, and other lenders party thereto from time to time (the “Term Loan Credit Agreement”) that provides the Company with facilities to borrow term loans on an unsecured basis in an aggregate principal amount of up to $1.00 billion, consisting of (i) a $500.0 million 364-day term loan facility (the “364-day Term Loan”), and (ii) a $500.0 million 3-year term loan (the “3-year Term Loan”), in each case in a single borrowing, subject to satisfaction of certain conditions set forth in the

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Term Loan Credit Agreement. On January 30, 2020, the Company borrowed $1.00 billion under the term loans and used the proceeds to enter into accelerated share repurchase transactions for an aggregate of $1.00 billion.

Borrowings under the Term Loan Credit Agreement bear interest at a rate equal to (a) either (i) LIBOR or, upon a phase-out of LIBOR, an alternative benchmark rate as provided in the Term Loan Credit Agreement, or (ii) a customary base rate formula, plus (b) the applicable margin with respect thereto, which initially was determined based on the Company’s consolidated leverage ratio. The Company made an election to base the applicable margin on the Company’s non-credit enhanced, senior unsecured long-term debt rating as set forth in the Term Loan Credit Agreement effective in the second quarter of 2021.

On February 5, 2021, the Company entered into the first amendment to the Term Loan Credit Agreement, which amends, among other things, the covenant limiting the Company’s consolidated leverage ratio. After giving effect to the amendment, the covenant limiting the Company’s consolidated leverage ratio will be consistent with the covenant limiting the Company’s consolidated leverage ratio in the 2021 Term Loan Credit Agreement, and will be limited to not more than 4.0:1.0, subject to a mandatory step-down after the fiscal quarter ending March 31, 2022 under the 2021 Term Loan Credit Agreement (the “Leverage Ratio Step-Down”) to 3.75:1.0, and further subject to, upon the occurrence of a qualified acquisition in any quarter on or after the fifth fiscal quarter ending after the Leverage Ratio Step-Down, if so elected by the Company, a step-up to 4.25:1.0 for the four fiscal quarters following such qualified acquisition. The Company was in compliance with all covenants as of March 31, 2022.

Senior Notes

On February 18, 2021, the Company issued $750.0 million of unsecured senior notes due March 1, 2026. The 2026 Notes accrue interest at a rate of 1.250% per annum. Interest on the 2026 Notes is due semi-annually on March 1 and September 1 of each year, beginning on September 1, 2021. The net proceeds from this offering were $741.4 million, after deducting the underwriting discount and offering expenses payable by the Company. Net proceeds from this offering were used to fund a portion of the purchase price for the Wrike acquisition. The 2026 Notes will mature on March 1, 2026, unless earlier redeemed in accordance with their terms prior to such date.

On February 25, 2020, the Company issued $750.0 million of unsecured senior notes due March 1, 2030. The 2030 Notes accrue interest at a rate of 3.300% per annum. Interest on the 2030 Notes is due semi-annually on March 1 and September 1 of each year. The 2030 Notes will mature on March 1, 2030, unless earlier redeemed in accordance with their terms prior to such date.

On November 15, 2017, the Company issued $750.0 million of unsecured senior notes due December 1, 2027. 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. The 2027 Notes will mature on December 1, 2027, unless earlier redeemed in accordance with their terms prior to such date.

Each of the 2026 Notes, 2030 Notes and 2027 Notes are individually redeemable in whole or from time to time in part at the Company’s option, subject to a make-whole premium. In addition, upon the occurrence of certain change of control triggering events prior to maturity, holders of the notes may require the Company to repurchase the notes for cash at a repurchase price of 101% of the principal amount of the notes to be repurchased plus accrued and unpaid interest to, but excluding, the repurchase date.

Credit Facility

On November 26, 2019, the Company entered into an amended and restated credit agreement (the "Credit Agreement") with a group of financial institutions, which amends and restates the Company’s Credit Agreement, dated January 7, 2015. The Credit Agreement provides for a five-year unsecured revolving credit facility 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 a rate equal to (a) either (i) LIBOR or, upon a phase-out of LIBOR, an alternative benchmark rate as provided in the Credit Agreement, or (ii) a customary base rate formula, plus (b) the applicable margin with respect thereto, which initially was determined based on the Company’s consolidated leverage ratio. The Company made an election to base the applicable margin on the Company’s long-term debt rating as set forth in the Credit Agreement effective in the second quarter of 2021. In addition, the Company is required to pay a quarterly facility fee ranging from 0.11% to 0.20% of the aggregate revolving commitments under the credit facility and based on the ratio of the Company’s

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total debt to the Company’s consolidated EBITDA or long-term credit rating. As of March 31, 2022 and December 31, 2021, no amounts were outstanding under the credit facility.

On February 5, 2021, the Company entered into the first amendment to the Credit Agreement, which amends, among other things, the covenant limiting the Company’s consolidated leverage ratio. After giving effect to the amendment, the covenant limiting the Company’s consolidated leverage ratio will be consistent with the covenant limiting the Company’s consolidated leverage ratio in the 2021 Term Loan Credit Agreement, and will be limited to not more than 4.0:1.0, subject to a mandatory step-down after the fiscal quarter ending March 31, 2022 (or such earlier date as the Company may elect by written notice to Bank of America, N.A., in its capacity as administrative agent) under the 2021 Term Loan Credit Agreement (the “Leverage Ratio Step-Down”) to 3.75:1.0, and further subject to, upon the occurrence of a qualified acquisition in any quarter on or after the fifth fiscal quarter ending after the Leverage Ratio Step-Down, if so elected by the Company, a step-up to 4.25:1.0 for the four fiscal quarters following such qualified acquisition. The Company was in compliance with all covenants as of March 31, 2022.

Bridge Facility and Take-Out Facility Commitment Letter

On January 16, 2021, the Company entered into a bridge facility and take-out facility commitment letter (the “Commitment Letter”) pursuant to which JPMorgan Chase Bank, N.A. (1) committed to provide a senior unsecured 364-day term loan facility in an aggregate principal amount of $1.45 billion to finance the cash consideration for the Wrike acquisition in the event that the permanent debt financing was not available on or prior to the Closing Date and (2) agreed to use commercially reasonable efforts to assemble a syndicate of lenders to provide the necessary commitments for the senior term loan facility. The commitments under the Commitment Letter were permanently reduced to zero on February 18, 2021, as a result of (i) the effectiveness of the 2021 Term Loan Credit Agreement and (ii) the completion of the issuance of the 2026 Notes. In connection with the Commitment Letter, the Company incurred $5.4 million in issuance costs that were expensed in the first quarter of 2021 and are included in Interest expense in the accompanying condensed statements of income.

12. DERIVATIVE FINANCIAL INSTRUMENTS

Derivatives Designated as Hedging Instruments

As of March 31, 2022, 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 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 12 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. Derivative instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. Gains and losses on derivatives that are designated as cash flow hedges are initially reported as a component of Accumulated other comprehensive loss and are subsequently recognized in income when the hedged exposure is recognized in income. Gains and losses from changes in fair values of derivatives that are not designated as hedges are recognized in Other (expense) income, net.

The total cumulative unrealized loss on cash flow derivative instruments was $1.2 million as of March 31, 2022. The total cumulative unrealized loss on cash flow derivative instruments was $0.6 million as of December 31, 2021. Unrealized gains and losses on cash flow derivatives are included in Accumulated other comprehensive loss in the accompanying condensed consolidated balance sheets. The net unrealized loss as of March 31, 2022 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, the Company 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 (expense) income, net.

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Fair Values of Derivative Instruments

	Asset Derivatives				Liability Derivatives
	(In thousands)
	March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021
Derivatives Designated as Hedging Instruments	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value
Foreign currency forward contracts	Prepaid expenses and other current assets	$400	Prepaid expenses and other current assets	$694	Accrued expenses and other current liabilities	$1,714	Accrued expenses and other current liabilities	$1,358
	Asset Derivatives				Liability Derivatives
	(In thousands)
	March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value
Foreign currency forward contracts	Prepaid expenses and other current assets	$4,578	Prepaid expenses and other current assets	$47	Accrued expenses and other current liabilities	$27	Accrued expenses and other current liabilities	$173

The Effect of Derivative Instruments on Financial Performance

	For the Three Months Ended March 31,
	(In thousands)
Derivatives in Cash Flow Hedging Relationships	Amount of Loss Recognized in Other Comprehensive Loss				Location of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Income	Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss
	2022		2021			2022		2021
Foreign currency forward contracts	$	(642)	$	(2,806)	Operating expenses	$	(386)	$	1,943

There was no material ineffectiveness in the Company’s foreign currency hedging program in the periods presented.

 

	For the Three Months Ended March 31,
	(In thousands)
Derivatives Not Designated as Hedging Instruments	Location of Gain Recognized in Income on Derivative	Amount of Gain Recognized in Income on Derivative
		2022		2021
Foreign currency forward contracts	Other (expense) income, net	$	5,365	$	13,096

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Outstanding Foreign Currency Forward Contracts

As of March 31, 2022, the Company had the following net notional foreign currency forward contracts outstanding (in thousands):

Foreign Currency	Currency Denomination
Australian Dollar	AUD 12,700
British Pound Sterling	GBP 13,000
Canadian Dollar	CAD 3,450
Chinese Yuan Renminbi	CNY 19,000
Czech Koruna	CZK 17,300
Euro	EUR 6,636
Hong Kong Dollar	HKD 8,550
Indian Rupee	INR 337,000
Japanese Yen	JPY 1,234,000
Korean Won	KRW 357,000
Singapore Dollar	SGD 13,400
Swedish Krona	SEK 3,000
Swiss Franc	CHF 298,150

13. INCOME TAXES

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 condensed consolidated financial statements. The Company maintains certain strategic management and operational activities in overseas subsidiaries and its foreign earnings are taxed at rates that are generally lower than in the United States.

The Company’s effective tax rate generally differs from the U.S. federal statutory rate primarily due to tax credits and 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 18.1% and (10.9)% for the three months ended March 31, 2022 and 2021, respectively. The increase in the effective tax rate when comparing the three months ended March 31, 2022 to the three months ended March 31, 2021 was primarily due to tax items unique to the period ended March 31, 2021. These amounts included stock-based compensation deductions and a tax benefit related to a favorable foreign tax ruling in the period ended March 31, 2021.

The Company’s net unrecognized tax benefits totaled $104.4 million and $103.5 million as of March 31, 2022 and December 31, 2021, respectively. At March 31, 2022, $90.2 million included in the balance for tax positions would affect the annual effective tax rate if recognized. The Company recognizes interest accrued related to uncertain tax positions and penalties in income tax expense. As of March 31, 2022, the Company has accrued $1.7 million for the payment of interest.

At March 31, 2022, the Company had $406.3 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. 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. If the estimates and assumptions used in the Company's determination change in the future, the Company could be required to revise its estimates of the valuation allowances against its deferred tax assets and adjust its provisions for additional income taxes.

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 under examination by the United States Internal Revenue Service for 2017 through 2020 tax years. With few exceptions, the Company is generally not subject to examination for state and local income tax, or in non-U.S. jurisdictions, by tax authorities for years prior to 2017.

The Company's U.S. liquidity needs are currently satisfied using cash flows generated from its U.S. operations, borrowings, or both. The Company also utilizes a variety of tax planning strategies in an effort to ensure that its worldwide cash is available in locations in which it is needed. The Company expects to repatriate a substantial portion of its foreign earnings

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over time, to the extent that the foreign earnings are not restricted by local laws or result in significant incremental costs associated with repatriating the foreign earnings.

14. TREASURY STOCK

Stock Repurchase Program

The Company’s Board of Directors has authorized an ongoing stock repurchase program. The objective of the Company’s stock repurchase program was to improve stockholders’ returns and mitigate earnings per share dilution posed by the issuance of shares related to employee equity compensation awards. At March 31, 2022, $625.6 million was available to repurchase common stock pursuant to the stock repurchase program. All shares repurchased were 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 debt, as well as proceeds from employee stock awards and the related tax benefit. While the Merger Agreement is in effect, the Company is prohibited from repurchasing shares of its common stock, including under the stock repurchase program. See Note 18 for detailed information on the Merger Agreement.

During the three months ended March 31, 2022 and 2021, the Company made no open market purchases under the stock repurchase program.

Shares for Tax Withholding

During the three months ended March 31, 2022 and 2021, the Company withheld 427,382 and 335,347 shares respectively, from equity awards that vested. Amounts withheld to satisfy minimum tax withholding obligations that arose on the vesting of equity awards was $43.7 million and $46.7 million, respectively. These shares are reflected as treasury stock in the Company’s condensed consolidated balance sheets.

15. COMMITMENTS AND CONTINGENCIES

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, or a range 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 any pending claims, suits, assessments, regulatory investigations, or other 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 litigation alleging infringement by various Company solutions and services. The Company believes that it has meritorious defenses to the allegations made in its pending litigation and intends to vigorously defend itself; 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 subject to various other legal proceedings, including suits, assessments, regulatory actions and investigations generally arising out of the normal course of business. Although it is difficult to predict the ultimate outcomes of these matters, the Company believes that outcomes that will materially and adversely affect its business, financial position, results of operations or cash flows are reasonably possible but not estimable at this time.

On November 19, 2021, a putative securities class action complaint was filed in the United States District Court for the Southern District of Florida, naming the Company and certain of its current and former officers and directors as defendants. On April 22, 2022, an amended complaint was filed, naming the same defendants and alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder, based on allegedly false or misleading statements made between January 22, 2020, and October 6, 2021, regarding the Company’s transition from selling on-premise, perpetual licenses to cloud-based subscriptions. The amended complaint seeks, among other things, an award of compensatory damages and the plaintiffs’ reasonable costs and expenses, including attorneys’ fees, experts’ fees, and other costs and disbursements. The Company believes that it and the other defendants have meritorious defenses to these allegations; however, the Company is unable to currently determine the ultimate outcome of this matter or the potential exposure or loss, if any.

On January 22, 2022, a putative shareholder derivative complaint was filed in the United States District Court for the Southern District of Florida, naming the Company as a nominal defendant and certain of its current and former officers and directors as defendants. The complaint asserts claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross

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mismanagement, waste of corporate assets, and violations of Sections 10(b), 14(a), 20(a), and 21D of the Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder. The complaint, which references the securities class action filed November 19, 2021, alleges that the defendants made or caused the Company to make false or misleading statements that failed to disclose that the Company was struggling to transition customers from an on-premise offering to a cloud-based subscription offering and that the Company failed to maintain adequate internal controls. The complaint also alleges that the defendants caused the Company to repurchase shares at inflated stock prices. The complaint seeks an award of damages and restitution to the Company as a result of the alleged violations, plaintiff's costs and disbursements, including reasonable attorneys' and experts' fees, costs and other expenses, as well as corporate governance enhancements. On March 10, 2022, the plaintiff filed a notice of voluntary dismissal of the complaint without prejudice as to all of the defendants. On March 11, 2022, the Court entered an order dismissing the putative shareholder derivative action without prejudice.

Merger Actions

In connection with the Merger Agreement, eleven complaints have been filed as individual actions in United States District Courts. Six complaints have been filed in the United States District Court for the Southern District of New York and are captioned Stein v. Citrix Systems, Inc., et al., 22-cv-1864 (filed March 4, 2022), O’Dell v. Citrix Systems, Inc., et al., 22-cv-1892 (filed March 4, 2022), Bell v. Citrix Systems, Inc., et al., 22-cv-1925 (filed March 7, 2022) (the “Bell Complaint”), Messiha v. Citrix Systems, Inc., et al., 22-cv-2094 (filed March 14, 2022), Rodriguez v. Citrix Systems, Inc., et al., 22-cv-2925 (filed April 8, 2022), and Finger v. Citrix Systems, Inc., et al., 22-cv-2976 (filed April 11, 2022). Three complaints have been filed in the United States District Court for the Eastern District of New York and are captioned Whitfield v. Citrix Systems, Inc., et al., 22-cv-01317 (filed March 10, 2022), Shumacher v. Citrix Systems, Inc., et al., 22-cv-1453 (filed March 16, 2022), and Lee v. Citrix Systems, Inc., et al., 22-cv-1504 (filed March 18, 2022). One complaint has been filed in the United States District Court for the Eastern District of Pennsylvania and is captioned Waterman v. Citrix Systems, Inc., et al., 22-cv-917 (filed March 10, 2022). One complaint has been filed in the United States District Court for the District of Delaware and is captioned Gould v. Citrix Systems, Inc., et al., 22-cv-359 (filed March 21, 2022) (the “Gould Complaint”). The foregoing complaints are referred to as the “Merger Actions.”

The Merger Actions generally allege that the definitive proxy statement filed by the Company on March 16, 2022 with respect to the special meeting of Citrix’s stockholders held on April 21, 2022 (the “Definitive Proxy Statement”) or the preliminary proxy statement filed by the Company with the SEC on March 3, 2022 misrepresent and/or omit certain purportedly material information relating to the Company’s financial projections, the analyses performed by the financial advisor to the Citrix Board of Directors in connection with the Merger, potential conflicts of interest of the Company’s officers and directors, and the events that led to the signing of the Merger Agreement. The Merger Actions assert violations of Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated thereunder against all defendants (the Company, its Board of Directors and certain officers) and violations of Section 20(a) of the Exchange Act against Citrix’s directors and officers. The Bell Complaint also asserts a breach of fiduciary duty against the individual defendants. The Merger Actions seek, among other things, an injunction enjoining the consummation of the Merger, costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees, and other relief the court may deem just and proper.

On April 25, 2022, the Bell Complaint was voluntarily dismissed and on April 28, 2022, the Gould Complaint was voluntarily dismissed. The Company cannot predict the outcome of the remaining Merger Actions. The Company believes that the remaining Merger Actions are without merit, and Citrix and the individual defendants intend to vigorously defend against the remaining Merger Actions and any subsequently filed similar actions. If additional similar complaints are filed, absent new or significantly different allegations, the Company will not necessarily disclose such additional filings.

While the Company believes that the disclosures set forth in the Definitive Proxy Statement comply fully with all applicable law and denies the allegations in the pending Merger Actions described above, in order to moot plaintiffs’ disclosure claims, avoid nuisance and possible expense and business delays, and provide additional information to its stockholders, the Company made certain disclosures that supplement and revise those contained in the Definitive Proxy Statement (the “Supplemental Disclosures”). These Supplemental Disclosures were filed with the SEC in a Current Report on Form 8-K and under Schedule 14A. Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth therein. To the contrary, the Company specifically denies all allegations in the Merger Actions described above that any additional disclosure was or is required or material.

Books and Records Demands

The Company has received demand letters pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”) from stockholders seeking disclosure of certain of the Company's records relating to the Merger. The Company has responded to those demands, stating its belief that the demand letters fail to fully comply with the requirements of Section 220 of the DGCL. On April 20, 2022, two stockholders filed a complaint in the Delaware Chancery Court captioned Liebenthal, et al. v.

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Citrix Systems, Inc., C.A. No. 2022-0349, seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. The Company believes the claims are without merit and intends to vigorously defend against them.

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. 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.

Other Purchase Commitments

In May 2020, the Company entered into an amended agreement with a third-party provider, in the ordinary course of business, for the use of certain cloud services through June 2029. Under the amended agreement, the Company is committed to a purchase of $1.00 billion throughout the term of the agreement. As of March 31, 2022, the Company had $825.8 million of remaining obligations under the purchase agreement.

In May 2021, the Company entered into an amended agreement with a third-party provider, in the ordinary course of business, for the use of certain cloud services through May 2024. Under the amended agreement, the Company is committed to purchase services under this agreement totaling $100.0 million over the term, with commitments of $32.0 million in fiscal year beginning 2021, $24.0 million in fiscal year beginning 2022, $24.0 million in fiscal year beginning 2023 and $20.0 million at any time over the three-year term. As of March 31, 2022, the Company had $46.1 million of remaining obligations under the purchase agreement.

16. RESTRUCTURING

2021 Restructuring Program

On November 15, 2021, the Company announced the implementation of a restructuring program (the “2021 Restructuring Program”) intended to improve operational efficiency. The 2021 Restructuring Program includes, among other things, the elimination of full-time positions, termination of certain contracts, and asset impairments, primarily related to facilities consolidations. The Company currently expects to record in the aggregate approximately $153.0 million to $240.0 million in pre-tax restructuring and asset impairment charges associated with the 2021 Restructuring Program. Included in these pre-tax charges are approximately $67.0 million to $90.0 million related to employee severance arrangements, approximately $40.0 million to $75.0 million related to the impairment of ROU and other assets from the consolidation of facilities, approximately $20.0 million to $35.0 million in contract termination costs and approximately $26.0 million to $40.0 million related to the impairment of certain acquired intangible assets. See Note 9 for detailed information on intangible assets. The program is expected to be substantially completed over an estimated eighteen-month period.

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Restructuring Charges

For the three months ended March 31, 2022, restructuring charges were comprised of the following (in thousands):

	Three Months Ended
	March 31,
	2022
2021 Restructuring Program
Employee severance and related costs	$	11,581
ROU asset impairment	3,397
Other asset impairment	3,100
Total 2021 Restructuring Program charges	$	18,078

As of March 31, 2022, total charges incurred related to the 2021 Restructuring Program were $121.4 million.

The Company reviews for impairment of its long-lived assets, including ROU assets, whenever events or changes in circumstances indicate that the carrying amount of such assets may be impaired. Measurement of an impairment loss is based on the fair value of the asset compared to its carrying value. The fair value of the ROU assets is determined by utilizing the present value of the estimated future cash flows attributable to the assets.

In connection with the 2021 Restructuring Program the Company re-evaluated its real estate needs, resulting in a reduction of owned space and leased space, and the impairment of the associated ROU assets and property and equipment. During the three months ended March 31, 2022, these actions resulted in a restructuring charge of $6.5 million, comprised of noncash charges of $3.4 million related to the impairment of operating lease ROU assets, and property and equipment of $3.1 million. Due to the actions taken above, the Company tested the operating lease ROU assets and certain property and equipment for recoverability by comparing the carrying value of the asset group to an estimate of the future undiscounted cash flows expected to result from the use and eventual disposition of the asset group. Based on the results of the recoverability test, the Company determined that the undiscounted cash flows of the asset groups were below the carrying values, indicating impairment. The Company then determined the fair value of the asset groups by utilizing the present value of the estimated future cash flows attributable to the assets.

Restructuring accruals

The activity in the Company’s restructuring accruals for the three months ended March 31, 2022 is summarized as follows (in thousands):

	2021 Restructuring Program
Balance at January 1, 2022	$	28,102
Employee severance and related costs	11,581
Payments	(23,479)
Balance at March 31, 2022	$	16,204

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17. STATEMENT OF CHANGES IN EQUITY

The following tables present the changes in total stockholders' equity during the three months ended March 31, 2022 and 2021 (in thousands):

	Common Stock			Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Common Stock in Treasury			Total Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2021	325,174	$	325	$	7,041,576	$	5,100,624	$	(2,896)	(200,313)	$	(11,592,372)	$	547,257
Shares issued under stock-based compensation plans	1,272	2		1,141		—		—		—	—		1,143
Stock-based compensation expense	—	—		78,098		—		—		—	—		78,098
Common stock issued under employee stock purchase plan	255	—		22,162		—		—		—	—		22,162
Restricted shares turned in for tax withholding	—	—		—		—		—		(427)	(43,688)		(43,688)
Other	—	—		(614)		614		—		—	—		—
Other comprehensive loss, net of tax	—	—		—		—		(645)		—	—		(645)
Net income	—	—		—		60,232		—		—	—		60,232
Balance at March 31, 2022	326,701	$	327	$	7,142,363	$	5,161,470	$	(3,541)	(200,740)	$	(11,636,060)	$	664,559

	Common Stock			Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Common Stock in Treasury			Total Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2020	321,964	$	322	$	6,608,018	$	4,984,333	$	(3,649)	(199,443)	$	(11,476,881)	$	112,143
Shares issued under stock-based compensation plans	962	1		(1)		—		—		—	—		—
Stock-based compensation expense	—	—		86,862		—		—		—	—		86,862
Common stock issued under employee stock purchase plan	228	—		25,757		—		—		—	—		25,757
Restricted shares turned in for tax withholding	—	—		—		—		—		(335)	(46,745)		(46,745)
Cash dividends declared and paid	—	—		—		(45,522)		—		—	—		(45,522)
Value of assumed equity awards related to pre-combination service	—	—		28,885		—		—		—	—		28,885
Other	—	—		2,537		(2,537)		—		—	—		—
Other comprehensive loss, net of tax	—	—		—		—		(1,736)		—	—		(1,736)
Net income	—	—		—		90,048		—		—	—		90,048
Balance at March 31, 2021	323,154	$	323	$	6,752,058	$	5,026,322	$	(5,385)	(199,778)	$	(11,523,626)	$	249,692

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18. PROPOSED MERGER TRANSACTION

On January 31, 2022, the Company entered into a Merger Agreement with Parent, Merger Sub and, for certain limited purposes detailed in the Merger Agreement, TIBCO, pursuant to which Merger Sub will merge with and into the Company, or the Merger, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Parent and Merger Sub were formed by an affiliate of Vista. Vista is partnering with Evergreen Coast Capital Corp., an affiliate of Elliott Investment Management L.P., to acquire all of the Company Common Stock for $104.00 per share in cash.

The Merger is conditioned upon, among other things, the approval of the Merger Agreement by the affirmative vote of holders of at least a majority of all outstanding shares of Company Common Stock (which was obtained at a Special Meeting of Stockholders held on April 21, 2022), the expiration of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which occurred on March 16, 2022), certain other approvals, clearances or expirations of waiting periods under other antitrust laws and foreign investment screening laws, and other customary closing conditions. Subject to the satisfaction (or if applicable, waiver) of such conditions, the Merger is expected to close mid-year 2022.

Under the terms of the Merger Agreement, the Company may be required to pay Parent a termination fee of $409.0 million if the Merger Agreement is terminated under certain specified circumstances. The Merger Agreement additionally provides that Parent pay the Company a termination fee of $818.0 million under certain specified circumstances.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 Quarterly Report on Form 10-Q that are not historical facts, including, but not limited to, statements concerning our pending acquisition by affiliates of Vista Equity Partners and Evergreen Coast Capital Corp., our strategy and operational and growth initiatives, our expansion of cloud-based solutions (as opposed to traditional on-premise delivery of our products) and our efforts to transition our customers from on-premise to the cloud, including the pace of the transition, our transition to a subscription-based business model, changes in our product and service offerings and features, financial information and results of operations for future periods, revenue trends, the impacts of the novel coronavirus (COVID-19) pandemic and related market and economic conditions on our business, results of operations and financial condition, expectations regarding remote work, customer demand, seasonal factors or ordering patterns, stock-based compensation, international operations, 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 tax matters, liquidity, our debt, changes in accounting rules or guidance, acquisitions (including our acquisition of Wrike, Inc.), litigation matters, and the security of our network, products and services, 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. Readers are directed to the risks and uncertainties identified in Part I, Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2021, for additional detail regarding factors that may cause actual results to be different than those expressed in our forward-looking statements. Such factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this Quarterly Report on Form 10-Q 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.

Pending Merger

On January 31, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Picard Parent, Inc. (“Parent”), Picard Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”) and, for certain limited purposes detailed in the Merger Agreement, TIBCO Software, Inc. (“TIBCO”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Parent and Merger Sub were formed by affiliates of Vista Equity Partners (“Vista”). Vista is partnering with Evergreen Coast Capital Corp. (“Evergreen”), an affiliate of Elliott Investment Management L.P. (“Elliott”), to acquire all of the Company’s outstanding shares of common stock (the “Company Common Stock”) for $104.00 per share in cash. At a Special Meeting of Stockholders held on April 21, 2022, the Company's stockholders approved the Merger Agreement. The Merger is expected to close mid-year 2022, subject to customary closing conditions, including receipt of regulatory approvals.

Overview

Management’s discussion and analysis of financial condition and results of operations is intended to help the reader understand our financial condition and results of operations. This section is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for the three months ended March 31, 2022. The results of operations for the periods presented in this report are not necessarily indicative of the results expected for the full year or for any future period, due in part to the seasonality of our business. Historically, our revenue for the fourth quarter of any year is typically higher than our revenue for the first quarter of the subsequent year.

Citrix is an enterprise software company focused on helping organizations deliver a consistent and secure work experience no matter where work needs to get done — in the office, at home, or in the field. We do this by delivering a digital workspace solution that provides unified, reliable and secure access to all work resources (apps, content, etc.) and simplifies work execution and collaboration across every work channel, device, and location. Our Workspace solutions are complemented by our general work solutions, such as content collaboration and collaborative work management solutions, and our App Delivery and Security solutions, which deliver the applications and data employees need across any network with security, reliability and speed.

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

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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.

Executive Summary

As described above, on January 31, 2022, we entered into a definitive Merger Agreement under which affiliates of Vista, a leading global investment firm focused exclusively on enterprise software, data and technology-enabled businesses, and Evergreen, an affiliate of Elliott that focuses on making investments exclusively in technology and technology-enabled services businesses, have agreed to acquire Citrix in an all-cash transaction valued at approximately $16.5 billion, including the assumption of Citrix debt.

Impact of COVID-19 Pandemic

The COVID-19 pandemic did not have a significant impact on our results of operations for the three months ended March 31, 2022. However, we continue to monitor our supply chain for disruptions and evaluate steps to avoid future impacts that may arise from delays.

The ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic, the severity of the disease and outbreak, the impact of new strains of the virus, the effectiveness and availability of existing or new vaccines, future and ongoing actions that may be taken by governmental authorities, including the implementation of vaccine mandates, the impact on the businesses of our customers and partners, and the length of its impact on the global economy, which remain uncertain and are difficult to predict at this time. We are conducting business with substantial modifications to employee travel, employee work locations, and virtualization or cancellation of certain sales and marketing events, among other modifications. We will continue to actively monitor the situation and may take further actions that alter our business operations as required by federal, state or local authorities, or that we determine are in the best interests of our employees, customers, partners, suppliers and stockholders. The potential effects of any such alterations or modifications could have an impact on our business, including our customers and prospects, or on our financial results.

Cash from operations, accounts receivable and revenues could also be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic and other risks detailed in Part 1, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. While the pandemic has not materially impacted our liquidity and capital resources to date, it has led to increased disruption and volatility in capital markets and credit markets which could adversely affect our liquidity and capital resources in the future.

Summary of Results

For the three months ended March 31, 2022 compared to the three months ended March 31, 2021, a summary of our results included:

•Total net revenue increased 6.4% to $825.3 million;

•Subscription revenue increased 35.5% to $463.6 million;

•SaaS revenue increased 58.7% to $271.5 million;

•Product and license revenue decreased 24.7% to $33.3 million;

•Support and services revenue decreased 15.7% to $328.4 million;

•Gross margin as a percentage of revenue increased from 81.5% to 82.8%;

•Operating income increased 4.2% to $96.2 million;

•Diluted net income per share decreased from $0.71 to $0.47;

•Deferred and unbilled revenue increased $222.0 million to $3.26 billion;

Also, operating cash flows increased $62.1 million to $274.9 million when comparing the three months ended March 31, 2022 to the three months ended March 31, 2021.

Our Subscription revenue increased primarily due to continued customer cloud adoption of our solutions delivered via the cloud and an increase in on-premise license demand, mostly from our App Delivery and Security offerings. Our Product and license revenue decreased primarily due to lower sales of our perpetual App Delivery and Security solutions as well as our perpetual Workspace solutions, as customers continue to shift toward our subscription offerings. The decrease in Support and services revenue was primarily due to decreased sales of maintenance services, primarily across our Workspace perpetual offerings, as more of the revenue is reported in the Subscription revenue line commensurate with our subscription model transition. The increase in gross margin as a percentage of revenue was not significant. The increase in operating income was

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primarily due to an increase in gross margin. The decrease in diluted net income per share was primarily due to an increase in income taxes due to the first quarter of 2021 including a tax benefit, as well as a decrease in recognized gains on our strategic investments.

2021 Business Combination

On February 26, 2021 (the “Closing Date”), we completed the acquisition of Wrangler Topco, LLC (“Wrangler”), the parent entity of Wrike, a leader in the SaaS collaborative work management space, for approximately $2.07 billion (the “Purchase Consideration”). The Purchase Consideration consists of a base purchase price of $2.25 billion and was subject to certain adjustments as provided for under the related Agreement and Plan of Merger dated January 16, 2021 (the “Wrike Agreement”). The addition of Wrike’s cloud-delivered capabilities was intended to expand our collaborative work management capabilities. Under the Wrike Agreement, we acquired all of the issued and outstanding equity securities of Wrangler. Wrike revenue is included in our Workspace product grouping.

We incurred $20.1 million of expenses related to the Wrike acquisition, of which $0.3 million and $15.5 million were expensed during the three months ended March 31, 2022 and 2021, respectively, and are included in General and administrative expense in the accompanying condensed consolidated statements of income.

See Note 6 to our condensed consolidated financial statements for additional details regarding our acquisition of Wrike.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations are based upon our condensed 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.

For more information regarding our critical accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” contained in our Annual Report on Form 10-K for the year ended December 31, 2021, or the Annual Report, and Note 2 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. There have been no material changes to the critical accounting policies disclosed in the Annual Report.

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Results of Operations

The following table sets forth our unaudited condensed consolidated statements of income data and presentation of that data as a percentage of change from period-to-period (in thousands other than percentages):

	Three Months Ended				Three Months Ended March 31,
	March 31,
	2022		2021		2022 vs. 2021
Revenues:
Subscription	$	463,637	$	342,129	35.5	%
Product and license	33,297		44,235		(24.7)
Support and services	328,404		389,402		(15.7)
Total net revenues	825,338		775,766		6.4
Cost of net revenues:
Cost of subscription, support and services	107,026		110,745		(3.4)
Cost of product and license revenues	17,527		21,715		(19.3)
Amortization of product related intangible assets	17,343		11,009		57.5
Total cost of net revenues	141,896		143,469		(1.1)
Gross profit	683,442		632,297		8.1
Operating expenses:
Research and development	147,905		144,158		2.6
Sales, marketing and services	292,951		293,284		(0.1)
General and administrative	109,059		94,990		14.8
Amortization of other intangible assets	19,221		7,532		155.2
Restructuring	18,078		—		*
Total operating expenses	587,214		539,964		8.8
Income from operations	96,228		92,333		4.2
Interest income	442		321		37.7
Interest expense	(22,076)		(24,360)		(9.4)
Other (expense) income, net	(1,077)		12,896		(108.4)
Income before income taxes	73,517		81,190		(9.5)
Income tax expense (benefit)	13,285		(8,858)		(250.0)
Net income	$	60,232	$	90,048	(33.1)	%

*Not meaningful

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Revenues

We generate revenue from sales of our Subscription, Product and license and Support and services offerings.

Subscription revenue relates to fees for SaaS, which are generally recognized ratably over the contractual term and non-SaaS, which are generally recognized at a point in time. SaaS primarily consists of subscriptions delivered via a cloud-hosted service whereby the customer does not take possession of the software, hybrid subscription offerings and the related support. Non-SaaS consists primarily of on-premise licensing, hybrid subscription offerings, CSP services and the related support. Our hybrid subscription offerings are allocated between SaaS and non-SaaS. 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.

Product and license revenue represents fees related to the perpetual licensing of our solutions, primarily our App Delivery and Security products, which are recognized at a point in time. In October 2020, we discontinued broad availability of perpetual licenses for Citrix Workspace.

We offer incentive programs to our VADs and VARs to stimulate demand for our solutions. Product and license and Subscription revenues associated with these programs are partially offset by these incentives to our VADs and VARs.

Support and services revenue consists of maintenance and support fees primarily related to our perpetual offerings and include the following:

•Customer Success Services, which gives customers a choice of tiered support offerings that combine the elements of technical support, product version upgrades, guidance, enablement 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; and

•Hardware maintenance fees for our perpetual App Delivery and Security products, which include technical support and hardware and software maintenance, are recognized ratably over the contract term; and

•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.

	Three Months Ended				Three Months Ended March 31,
	March 31,
	2022		2021		2022 vs. 2021
	(in thousands)
Subscription	$	463,637	$	342,129	$	121,508
Product and license	33,297		44,235		(10,938)
Support and services	328,404		389,402		(60,998)
Total net revenues	$	825,338	$	775,766	$	49,572

Subscription

Subscription revenue increased during the three months ended March 31, 2022 compared to the three months ended March 31, 2021 primarily due to continued customer adoption of our solutions delivered via the cloud of $100.4 million, primarily from our Workspace offerings, which includes the Wrike acquisition. There was also an increase in on-premise subscription license revenue of $21.1 million, primarily from our App Delivery and Security offerings, mainly from pooled capacity.

Product and license

Product and license revenue decreased when comparing the three months ended March 31, 2022 to the three months ended March 31, 2021 primarily from lower sales of our perpetual App Delivery and Security solutions of $6.2 million and perpetual Workspace offerings of $4.8 million, as customers continue to shift toward our subscription offerings.

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Support and services

Support and services revenue decreased during the three months ended March 31, 2022 compared to the three months ended March 31, 2021 primarily due to a decrease in sales of maintenance services across our Workspace perpetual offerings, as more of the revenue is reported in the Subscription revenue line commensurate with our subscription model transition.

Deferred Revenue, Unbilled Revenue and Backlog

Deferred revenue is primarily comprised of Support and services revenue from maintenance fees, which include software and hardware maintenance, technical support related to our perpetual offerings and services revenue related to our consulting contracts. Deferred revenue also includes Subscription revenue from our cloud-based subscription offerings and our on-premise subscription offerings.

Deferred revenue consists of billings or payments received in advance of revenue recognition and is recognized in our condensed consolidated balance sheets and 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 or deferred revenue within our condensed consolidated financial statements. 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, annual 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.

The following table presents the amounts of deferred and unbilled revenue (in thousands):

	March 31, 2022		December 31, 2021		March 31, 2022 compared to December 31, 2021
Deferred revenue	$	1,938,081	$	2,037,593	$	(99,512)
Unbilled revenue	1,324,105		1,300,048		24,057

Deferred revenues decreased $99.5 million as of March 31, 2022 compared to December 31, 2021 primarily due to decreases in deferred maintenance and support revenue of $63.6 million, mostly from Workspace perpetual software maintenance, and deferred subscription revenue of $35.9 million. Unbilled revenue remained consistent when comparing March 31, 2022 to December 31, 2021.

While it is generally our practice to promptly ship our products upon receipt of properly finalized orders, at any given time, we have confirmed product license orders that have not shipped and are unfulfilled. Backlog includes the aggregate amounts we expect to recognize as point-in-time revenue in the following quarter associated with contractually committed amounts for on-premise subscription software licenses, as well as confirmed product license orders that have not shipped and are wholly unfulfilled. As of March 31, 2022, the amount of backlog was not material. We do not believe that backlog, as of any particular date, is a reliable indicator of future performance.

International Revenues

International revenues (sales outside the United States) accounted for 48.7% and 50.4% of our net revenues for the three months ended March 31, 2022 and 2021, respectively. The decrease in our international revenues as a percentage of our net revenues for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 was primarily due to a decrease in the EMEA region as it shifts away from perpetual licenses and related support offerings toward subscription offerings. See Note 10 to our condensed consolidated financial statements for detailed information on net revenues by geography.

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Cost of Net Revenues

	Three Months Ended				Three Months Ended March 31,
	March 31,
	2022		2021		2022 vs. 2021
	(In thousands)
Cost of subscription, support and services revenues	$	107,026	$	110,745	$	(3,719)
Cost of product and license revenues	17,527		21,715		(4,188)
Amortization of product related intangible assets	17,343		11,009		6,334
Total cost of net revenues	$	141,896	$	143,469	$	(1,573)

Cost of subscription, support and services revenues consists primarily of compensation and other personnel-related costs of providing technical support, consulting and cloud capacity costs, as well as the costs related to providing our offerings delivered via the cloud and hardware costs related to certain on-premise subscription offerings. Cost of product and license revenues consists primarily of hardware, shipping expense, royalties, product media and duplication, manuals and packaging materials. Also included in cost of net revenues is amortization and impairment of product related intangible assets.

Cost of subscription, support and services revenues decreased during the three months ended March 31, 2022 compared to the three months ended March 31, 2021 primarily due to a decrease in the cost of providing our support and services offerings of $6.7 million, consistent with the related revenues, partially offset by an increase in the cost of providing our subscription offerings of $3.0 million, in line with related revenues.

Cost of product and license revenues decreased for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 consistent with the decrease in related revenues.

Amortization of product related intangible assets increased for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 primarily due to acquired intangible assets in connection with the Wrike acquisition.

Gross Margin

Gross margin as a percentage of revenue was 82.8% for the three months ended March 31, 2022, and 81.5% for the three months ended March 31, 2021. The change in gross margin as a percentage of revenue was not significant.

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. 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 our 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 our hedging contracts. There is a risk that there will be fluctuations in foreign currency exchange rates beyond the time frame for which we hedge our risk.

Research and Development Expenses

	Three Months Ended				Three Months Ended March 31,
	March 31,
	2022		2021		2022 vs. 2021
	(In thousands)
Research and development	$	147,905	$	144,158	$	3,747

Research and development expenses consist primarily of personnel related costs and facility and equipment costs directly related to our research and development activities. We expensed substantially all development costs included in the research and development of our products.

Research and development expenses increased during the three months ended March 31, 2022 compared to the three months ended March 31, 2021 primarily due to increases in stock-based compensation of $2.4 million and compensation and

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other employee-related costs of $2.2 million as a result of higher headcount, in part due to the Wrike acquisition, partially offset by decreases in professional fees of $1.1 million.

Sales, Marketing and Services Expenses

	Three Months Ended				Three Months Ended March 31,
	March 31,
	2022		2021		2022 vs. 2021
	(In thousands)
Sales, marketing and services	$	292,951	$	293,284	$	(333)

Sales, marketing and services expenses consist 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 pre-sale demonstration related cloud capacity costs that are directly related to our sales, marketing and services activities.

The decrease in Sales, marketing and services expenses during the three months ended March 31, 2022 compared to the three months ended March 31, 2021 was primarily due to decreases in stock-based compensation of $5.6 million and compensation and other employee-related costs of $4.8 million. These decreases were partially offset by increases in variable compensation of $7.3 million and marketing programs of $5.9 million, primarily demand generation.

General and Administrative Expenses

	Three Months Ended				Three Months Ended March 31,
	March 31,
	2022		2021		2022 vs. 2021
	(In thousands)
General and administrative	$	109,059	$	94,990	$	14,069

General and administrative expenses consist 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 increased during the three months ended March 31, 2022 compared to the three months ended March 31, 2021 primarily due to increases in professional fees of $15.6 million, primarily for the pending merger transaction, credit loss expense of $11.3 million and compensation and other employee-related costs of $3.0 million. These increases were partially offset by a decrease of $15.5 million due to Wrike acquisition costs incurred in the first quarter of 2021.

Amortization of Other Intangible Assets

	Three Months Ended				Three Months Ended March 31,
	March 31,
	2022		2021		2022 vs. 2021
	(In thousands)
Amortization of other intangible assets	$	19,221	$	7,532	$	11,689

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 increased for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 primarily due to acquired intangible assets in connection with the Wrike acquisition.

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Restructuring Expenses

	Three Months Ended				Three Months Ended March 31,
	March 31,
	2022		2021		2022 vs. 2021
	(In thousands)
Restructuring	$	18,078	$	—	$	18,078

Restructuring expenses increased for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 primarily due to the 2021 Restructuring Program, which resulted in increases in employee severance and related costs of $11.6 million, right-of-use asset impairments of $3.4 million, and other asset impairments of $3.1 million.

See Note 16 to our condensed consolidated financial statements for additional details regarding our restructuring programs.

Interest Expense

	Three Months Ended				Three Months Ended March 31,
	March 31,
	2022		2021		2022 vs. 2021
	(In thousands)
Interest expense	$	(22,076)	$	(24,360)	$	2,284

Interest expense primarily consists of interest paid on our 2026 Notes, 2027 Notes and 2030 Notes, 2021 Term Loan Credit Agreement, Term Loan Credit Agreement and our credit facility. Interest expense decreased for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 primarily due to financing costs incurred in the first quarter of 2021 in connection with the Wrike acquisition. See Note 11 to our condensed consolidated financial statements for additional details regarding our debt.

Other (expense) income, net

	Three Months Ended				Three Months Ended March 31,
	March 31,
	2022		2021		2022 vs. 2021
	(In thousands)
Other (expense) income, net	$	(1,077)	$	12,896	$	(13,973)

Other (expense) income, net is primarily comprised of gains (losses) from remeasurement of foreign currency transactions and non-designated hedges, sublease income, realized losses related to changes in the fair value of our investments that have a decline in fair value and recognized gains (losses) related to our investments.

The change in Other (expense) income, net during the three months ended March 31, 2022 compared to the three months ended March 31, 2021 is primarily attributable to decreases in gains recognized on our strategic investment activities of $10.6 million and losses from the remeasurement of foreign currency transactions of $3.8 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 condensed 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.

Our effective tax rate generally differs from the U.S. federal statutory rate primarily due to tax credits and lower tax rates on earnings generated by our foreign operations that are taxed primarily in Switzerland.

Our effective tax rate was 18.1% and (10.9)% for the three months ended March 31, 2022 and 2021, respectively. The increase in the effective tax rate when comparing the three months ended March 31, 2022 to the three months ended March 31, 2021, was primarily due to tax items unique to the period ended March 31, 2021. These amounts included stock-based compensation deductions and a tax benefit related to a favorable foreign tax ruling in the period ended March 31, 2021.

We are subject to tax in the U.S. and in multiple foreign tax jurisdictions. Our U.S. liquidity needs are currently satisfied using cash flows generated from our U.S. operations, borrowings, or both. We also utilize a variety of tax planning strategies in

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an effort to ensure that our worldwide cash is available in locations in which it is needed. We expect to repatriate a substantial portion of our foreign earnings over time, to the extent that the foreign earnings are not restricted by local laws or result in significant incremental costs associated with repatriating the foreign earnings. See Note 13 to our condensed consolidated financial statements for additional details regarding our income taxes.

Liquidity and Capital Resources

Cash, Cash Equivalents and Investments

	March 31, 2022		December 31, 2021		March 31, 2022 compared to December 31, 2021
	(In thousands)
Cash, cash equivalents and investments	$	750,992	$	541,933	$	209,059

Our principal sources of liquidity are our cash, cash equivalents and investments. The increase in Cash, cash equivalents and investments when comparing March 31, 2022 to December 31, 2021, is primarily due to cash provided by operating activities of $274.9 million, partially offset by cash paid for tax withholding on vested stock awards of $43.7 million and purchases of property and equipment of $18.8 million.

As of March 31, 2022, $544.7 million of the $751.0 million of Cash, cash equivalents and investments was held by our foreign subsidiaries. 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.

Cash Flow Activities

During the three months ended March 31, 2022, we generated operating cash flows of $274.9 million. These operating cash flows related primarily to net income of $60.2 million, adjusted for, among other things, non-cash charges, including depreciation and amortization expenses of $84.6 million, stock-based compensation expense of $79.4 million, and a change in operating assets and liabilities, net of acquisitions of $33.1 million. The change in our operating assets and liabilities, net of acquisitions was primarily the result of inflows from accounts receivable of $274.6 million, primarily due to collections from prior period sales. These inflows were partially offset by outflows from deferred revenue of $99.5 million, outflows from accrued expenses and other current liabilities of $82.9 million, mostly from decreases in employee-related accruals. Also contributing to the change in operating assets and liabilities, net of acquisitions were outflows from accounts payable of $29.9 million, primarily due to the timing of payments, and outflows from other assets of $21.2 million, primarily due to an increase in capitalized commissions. Our investing activities used $17.3 million of cash consisting primarily of cash paid for the purchase of property and equipment of $18.8 million, partially offset by net proceeds from investments of $4.1 million. Our financing activities used cash of $42.5 million, primarily due to cash paid for tax withholding on vested stock awards.

During the three months ended March 31, 2021, we generated operating cash flows of $212.9 million. These operating cash flows related primarily to net income of $90.0 million, adjusted for, among other things, non-cash charges, including stock-based compensation expense of $86.9 million, depreciation and amortization expenses of $63.9 million and a change in operating assets and liabilities, net of acquisitions of $38.8 million. The change in our operating assets and liabilities, net of acquisitions, was mostly the result of an inflow from accounts receivable of $302.8 million primarily due to collections from prior period sales. These inflows were partially offset by outflows in accrued expenses and other current liabilities of $190.8 million, mostly from employee-related accruals of $133.6 million and payments on other accruals of $27.1 million, primarily from acquisition-related costs. Also contributing to operating outflows were changes in deferred revenue of $92.1 million, income taxes, net of $38.0 million, primarily due to an increase in prepaid taxes, and other assets of $27.5 million, primarily due to an increase in capitalized commissions. Our investing activities used $1.94 billion of cash consisting primarily of cash paid for the Wrike acquisition, net of cash acquired of $2.02 billion and cash paid for the purchase of property and equipment of $23.9 million, partially offset by net proceeds from investments of $107.0 million. Our financing activities provided cash of $1.46 billion, primarily net proceeds from the 2021 Term Loan of $997.9 million and 2026 Notes of $741.4 million, partially offset by the repayment of Wrike acquired debt of $190.0 million, cash dividends on our common stock of $45.5 million and cash paid for tax withholding on vested stock awards of $42.3 million.

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Historically, significant portions of our cash inflows were generated by our operations. We currently expect this trend to continue for the remainder of 2022. Our 2022 operating cash flows could be impacted due to incremental cash outlays related to the 2021 Restructuring Program and expected transaction costs related to the pending Merger. 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 and service our debt obligations for the next 12 months.

Term Loan Credit Agreements

On February 5, 2021, we entered into the 2021 Term Loan Credit Agreement, consisting of a $1.00 billion 2021 Term Loan. We borrowed $1.00 billion on February 26, 2021 under the 2021 Term Loan, and the loan matures on February 26, 2024. The proceeds under the 2021 Term Loan were used to finance a portion of the purchase price for the Wrike acquisition.

On January 21, 2020, we entered into a $1.00 billion Term Loan Credit Agreement, consisting of a $500.0 million 364-day Term Loan facility (the “364-day Term Loan”), and a $500.0 million 3-year Term Loan facility (the “3-year Term Loan”). As of March 31, 2022, $100.0 million was outstanding under the 3-year Term Loan. These amounts are due in January 2023 and included in Short-term debt in the accompanying condensed consolidated balance sheet.

Senior Notes

On February 18, 2021, we issued $750.0 million of unsecured senior notes due March 1, 2026 (the “2026 Notes”). The 2026 Notes accrue interest at a rate of 1.250% per annum, which is due semi-annually on March 1 and September 1 of each year beginning on September 1, 2021. The net proceeds from this offering were $741.4 million. The net proceeds from the 2026 Notes were used to fund a portion of the purchase price for the Wrike acquisition.

Credit Facility

On November 26, 2019, we entered into a $250.0 million five-year unsecured revolving credit facility under an amended and restated credit agreement (the "Credit Agreement"). 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. As of March 31, 2022, no amounts were outstanding under the credit facility.

See Note 11 to our condensed consolidated financial statements for additional details regarding our debt.

Stock Repurchase Program

Our Board of Directors authorized an ongoing stock repurchase program. The objective of the stock repurchase program was to improve stockholders’ returns and mitigate earnings per share dilution posed by the issuance of shares related to employee equity compensation awards. At March 31, 2022, $625.6 million was available to repurchase common stock pursuant to the stock repurchase program. All shares repurchased were recorded as treasury stock. While the Merger Agreement is in effect, we are prohibited from repurchasing shares of our common stock, including under the stock repurchase program.

During the three months ended March 31, 2022, we did not have any open market purchases under the stock repurchase program.

See Note 14 to our condensed consolidated financial statements for additional details on our share repurchase program.

Shares for Tax Withholding

During the three months ended March 31, 2022, we withheld 427,382 shares from equity awards that vested, totaling $43.7 million to satisfy minimum tax withholding obligations that arose on the vesting of such equity awards. These shares are reflected as treasury stock in our condensed consolidated balance sheets.

Other Purchase Commitments

In May 2020, we entered into an amended agreement with a third-party provider, in the ordinary course of business, for the use of certain cloud services through June 2029. Under the amended agreement, we are committed to a purchase of $1.00 billion throughout the term of the agreement. As of March 31, 2022, we had $825.8 million of remaining obligations under the purchase agreement.

In May 2021, we entered into an amended agreement with a third-party provider, in the ordinary course of business, for the use of certain cloud services through May 2024. Under the amended agreement, we are committed to purchase services under this agreement totaling $100.0 million over the term, with commitments of $32.0 million in fiscal year beginning 2021,

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$24.0 million in fiscal year beginning 2022, $24.0 million in fiscal year beginning 2023 and $20.0 million at any time over the three-year term. As of March 31, 2022, we had $46.1 million of remaining obligations under the purchase agreement.

Contractual Obligations

There have been no material changes, outside the ordinary course of business, to our contractual obligations since December 31, 2021. For further information, see “Contractual Obligations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Off-Balance Sheet Arrangements

We do not have any special purpose entities or off-balance sheet financing arrangements.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes during the quarter ended March 31, 2022 with respect to the information appearing in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of March 31, 2022, our management, with the participation of our principal executive and principal financial officers, 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 (the “Exchange Act”). Based upon that evaluation, our principal executive officer and our principal financial officer concluded that, as of March 31, 2022, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed by us 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 by and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the three months ended March 31, 2022, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

Information with respect to this item may be found in Note 15, "Commitments and Contingencies-Legal Matters", to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

ITEM 1A.RISK FACTORS

There have been no material changes in our risk factors from those disclosed in Part 1, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the Securities and Exchange Commission on February 16, 2022.

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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer

Our Board of Directors authorized a stock repurchase program. The objective of our stock repurchase program was to improve stockholders’ returns and mitigate earnings per share dilution posed by the issuance of shares related to employee equity compensation awards. At March 31, 2022, $625.6 million was available to repurchase common stock pursuant to the stock repurchase program. While the Merger Agreement is in effect, we are prohibited from repurchasing shares of our common stock, including under the stock repurchase program. All shares repurchased were recorded as treasury stock.

The following table shows the monthly activity related to our repurchases of common stock for the quarter ended March 31, 2022:

	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)
January 1, 2022 through January 31, 2022	14,824	$	96.93	—	$	625,561
February 1, 2022 through February 28, 2022	190,886	$	102.36	—	$	625,561
March 1, 2022 through March 31, 2022	221,672	$	102.46	—	$	625,561
Total	427,382	$	102.22	—	$	625,561

(1)The total number of shares purchased are shares withheld from restricted stock units that vested in the first quarter of 2022 to satisfy minimum tax withholding obligations that arose on the vesting of restricted stock units.

(2)Shares withheld from restricted stock units 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.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

As previously reported in a Current Report on Form 8-K filed by the Company with the SEC on February 23, 2022, Jason Smith was appointed as Executive Vice President and Chief Financial Officer of the Company, effective February 21, 2022. On May 5, 2022, the Company entered into an Amended and Restated Executive Agreement with Mr. Smith (the “Agreement”). The amendments to the Agreement include (i) an increase in Mr. Smith’s annual base salary to $600,000, (ii) an increase in his target annual variable cash compensation opportunity to 100% of his base salary, (iii) the amount of his cash severance in the event of a termination of his employment under certain circumstances described in the Agreement being set at $750,000, (iv) the accelerated vesting of his outstanding equity awards upon a change in control, and (v) certain limitations on his ability to terminate his employment for “good reason” prior to December 31, 2022. The foregoing description of the Agreement does purport to be complete and is qualified in its entirety by reference to the Agreement which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q.

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ITEM 6.EXHIBITS

(a)List of exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated January 31, 2022, by and between Citrix Systems, Inc., Picard Parent, Inc., Picard Merger Sub, Inc. and TIBCO Software, Inc (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 31, 2022).
10.1†	Separation Agreement and Release, dated February 28, 2022, between the Company and David J. Henshall.
10.2†	Separation Agreement and Release, dated March 14, 2022, between the Company and Arlen Shenkman.
10.3†	Amended and Restated Executive Agreement, dated May 5, 2022, between the Company and Jason Smith.
31.1†	Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer
31.2†	Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer
32.1††	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
101.SCH†	Inline XBRL Taxonomy Extension Schema Document
101.CAL†	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF†	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE†	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104†	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.)

†	Filed herewith.
††	Furnished herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 5th day of May, 2022.

 

CITRIX SYSTEMS, INC.
By:	/s/ JASON A. SMITH
	Jason A. Smith
	Executive Vice President and Chief Financial Officer
	(Authorized Officer and Principal Financial Officer)

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EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (the “Release”) is entered into between David J. Henshall (referred to herein with the pronouns “I,” “me” and “my”), and Citrix Systems, Inc. (the “Company”), effective as of the Effective Date, as defined below.

WHEREAS, the Company and I are parties to an Employment Agreement dated July 10, 2017 as amended by the First Amendment to Employment Agreement dated March 3, 2021 and the Second Amendment to Employment Agreement dated October 5, 2021 (together, the “Employment Agreement”);

WHEREAS, the Company has expressed an intention to terminate my employment without Cause (as defined in the Employment Agreement) effective on February 28, 2022 or has given notice of a termination of my employment without Cause as of such date;

WHEREAS, under the Employment Agreement, certain payments and other terms are subject to my execution of a Separation Agreement and Release;

WHEREAS, the Company and I seek to resolve any differences regarding my entitlements under the Employment Agreement;

WHEREAS, the Company proposed a Separation Agreement and Release to me on February 16, 2022 (the “Original Proposal”); and

WHEREAS, the Company and I engaged in negotiations concerning certain proposed modifications to the terms of the Original Proposal;

NOW, THEREFORE, the Company and I agree to the following terms:

1.Termination of Employment. The Company and I agree that my employment with the Company shall end or has ended on February 28, 2022 and that such termination shall be considered to be a termination without Cause for purposes of the Employment Agreement.

2.Severance Pay, Benefits and Vesting.

(a)Section 5 Pay, Benefits and Vesting. The Company shall provide me with severance pay, benefits and accelerated vesting as set forth in Section 5 of the Employment Agreement as a result of the termination of my employment without Cause, subject to the following (the “Section 5 Consideration”). In the interest of avoiding future differences, the Company and I agree that the Section 5 Consideration consists of the following. In the event of any conflict between Section 5 of the Employment Agreement and the following terms of this Section 2(a) of the Release, this Section 2(a) shall control.

(i)Section 5(a)(i). The Company shall pay me any unpaid New Base Salary (as such term is defined in said Second Amendment of the Employment Agreement) effective through February 28, 2022. I acknowledge that I have five days of unused vacation time accrued through February 28, 2022. Nothing in this Release is intended to affect my right to receive unpaid expense reimbursements in accordance with Section 5(a) of the Employment Agreement.

(ii)Section 5(a)(ii). The cash incentive compensation amount to be paid pursuant to Section 5(a)(ii) of the Employment Agreement is $491,175.62, subject to Section 12 of the Employment Agreement (entitled “Withholding”).

(iii)Section 5(a)(iii). Vested benefits that I may have under any employee benefit plan through February 28, 2022 shall be paid or provided in accordance the terms of such employee benefit plans.

(iv)Section 5(b)(i). The Company and I agree that the “Severance Amount” as defined in Section 5(b)(i) of the Employment Agreement is $5,000,000, subject to Section 12 of the Employment Agreement. The Severance Amount shall be paid out in substantially equal installments over the period of March 1, 2022 to February 29, 2024 commencing within 60 days of February 28, 2022; provided that if there is any delay beyond the Company’s regular payroll cycle in the commencement of such payments, the initial payment shall include a catch-up payment to cover amounts retroactive to March 1, 2022.

(v)Section 5(b)(ii). For purposes of Section 5(b)(ii) of the Employment Agreement, the Company and I agree that the number of Restricted Stock Units as defined in the Company’s 2005 Equity Incentive Plan, the Company’s Amended and Restated 2014 Equity Incentive Plan or the Company’s Second Amended and Restated 2014 Equity Incentive Plan, whichever is applicable, shall be as follows (or shall be determined as follows):

(A)Long Term Incentive Agreement with an Award Date of May 1, 2009: 50,065.996 shares, which have an estimated value of $5,206,864 based upon the per share Merger Consideration as defined in the Agreement and Plan of Merger by and among the Company, Picard Parent Inc., Picard Merger Sub, Inc. and certain other parties, dated as of January 31, 2022 upon the consummation thereof (the “Merger”).

(B)Global Restricted Stock Unit Agreement with an Award Date of April 1, 2019, subject to time-based vesting: 13,845.635 shares, which have an estimated value of $1,439,946 based upon the per share Merger Consideration.

(C)Global Restricted Stock Unit Agreement with an Award Date of April 1, 2020, subject to performance vesting, with a performance period of January 1, 2020 to December 31, 2022:

(1)Assuming the Merger occurs prior to the end of the applicable performance period: 60,414.770 shares, which have an estimated value of $6,283,136 based upon the per share Merger Consideration.

(2)If the Merger does not occur prior to the end of the applicable performance period, then the restricted stock units will vest based on actual performance during the applicable performance period, prorated in accordance with Section 5(b)(ii) of the Employment Agreement.

(D)Global Restricted Stock Unit Agreement with an Award Date of April 1, 2020, subject to time-based vesting: 22,991.912 shares, which have an estimated value of $2,391,159 based upon the per share Merger Consideration.

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(E)Global Restricted Stock Unit Agreement with an Award Date of March 1, 2021, subject to performance vesting, with a performance period of January 1, 2021 to December 31, 2023:

(1)If the Merger occurs prior to the end of the applicable performance period: 25,909.225 shares, which have an estimated value of $2,694,559 based upon the per share Merger Consideration.

(2)If the Merger does not occur prior to the end of the applicable performance period, then the restricted stock units will vest based on actual performance during the applicable performance period, prorated in accordance with Section 5(b)(ii) of the Employment Agreement.

(F)Global Restricted Stock Unit Agreement with an Award Date of April 1, 2021, subject to time-based vesting: 23,009.409 shares, with an estimated value of $2,392,979 based upon the per share Merger Consideration.

(vi)Section 5(b)(iii). Until the earlier of August 31, 2023 our until I become covered under a group health plan of another employer, whichever is earlier, subject to my continued copayment of premium amounts in amounts consistent with that applicable to active employees, my spouse, my dependents and I shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for executives of the Company; provided, however, that the Company has the right to terminate its payment of its portion of COBRA premiums on behalf me and instead pay me a lump sum amount equal to its portion of the monthly COBRA premium times the number of months remaining in the period until August 31, 2023 if the Company determines in its discretion that continued payment of such premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code; provided, further, that the continuation of health benefits under this Subsection shall reduce and count against the rights of my spouse, my dependents and me under COBRA.

(vii)Section 5(d). I represent that I am currently enrolled in a program to receive financial management services with Ayco. The Company shall provide continued financial management services at the then current level of benefit being provided by Ayco as of February 25, 2022 until August 31, 2023.

(b)Supplemental Payment. In addition to the terms set forth in Section 5 of the Employment Agreement, the Company shall pay me a lump sum of $8,750,000 less tax-related deductions and withholdings applicable to Form W-2 income (the “Supplemental Payment”) contingent upon the consummation of the Merger. The Company shall pay the Supplemental Payment to me no later than the Company’s first regular payroll date following the effective time of the Merger.

(c)Separation Benefits Defined; No Additional Payments, Benefits or Vesting. The Section 5 Consideration and the Supplemental Payment are together referred to as the “Separation Benefits.” I acknowledge that no payments, benefits or additional vesting or other rights above and beyond the Separation Benefits shall be due to me as a result of the termination of my employment with the Company. Without limiting the foregoing, I specifically

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disclaim any rights to payments, benefits or vesting under Section 6 of the Employment Agreement.

3.Release of Claims. I voluntarily release and forever discharge the Company, its parents, subsidiaries, and affiliated entities, and each of those entities’ respective current and former shareholders, investors, directors, officers, employees, agents, attorneys, insurers, legal successors and assigns (collectively referred to as the “Releasees”), generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims:

•relating to my employment by the Company and my separation from employment;

•of wrongful discharge;

•of breach of contract;

•of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Florida Civil Rights Act or the law of any other state);

•under any other federal or state statute;

•of defamation or other torts;

•of violation of public policy;

•for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits; and

•for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees;

provided, however, that this release shall not affect my rights under the Company’s Section 401(k) plan or any other vested and accrued benefits, my rights to the Separation Benefits, my rights to indemnification under the Indemnification Agreement between the Company and me (the “Indemnification Agreement”), my rights to Directors’ and Officers’ insurance, my rights to any vested equity awards or as a shareholder, my rights to file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency, and any rights and claims that cannot be waived by law.

I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release; provided that nothing in this Release limits any right I may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. I represent that I have not assigned to any third party and I have not filed with any court any Claim released by this Release.

In consideration of the foregoing release of Claims by me, the Company hereby releases me from all Claims that it may have against me to the extent known to the Company as of the date of the Company’s execution of this Release or with respect to which it should reasonably be aware as of such date.

4.Ongoing Obligations. I reaffirm my ongoing obligations under the Citrix Systems, Inc. Non-Solicitation, Non-Compete and Confidentiality and Employee Non-Disclosure Agreement between me and the Company dated April 15, 2003 (the “Restrictive Covenant Agreement”), including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company, to return to the Company (in good

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condition) all of the Company’s equipment, property, and documents (whether in paper, electronic, or other format, and all copies thereof) that are in my possession or control, and refrain from certain competition and solicitation activities for a twelve (12) month period after my termination of employment by the Company, subject to the terms and conditions of the Restrictive Covenant Agreement. I acknowledge that the execution of Exhibit A to the Restrictive Covenant Agreement, entitled “Citrix Systems, Inc. Termination Certification” (the “Certification”), is required by the Restrictive Covenant Agreement and accordingly agree to sign and return to the Company, at the same time I return the Release, the Certification (attached hereto as Appendix A) as a condition to my entitlement to the Separation Benefits. I also reaffirm my ongoing obligations under the Citrix Systems, Inc. Statement of Company Policy Regarding Insider Trading and Disclosure of Material Non-Public Information (the “Insider Trading Policy”) and agree that those obligations continue to apply following my separation from employment, until such time as any material, nonpublic information possessed by me has become public or is no longer material, but not to exceed 12 months. Without limiting the foregoing, I acknowledge and agree that I shall continue to be subject to the remainder of any Quarterly Black Out or Special Black Out (as defined in the Insider Trading Policy), if such black out period was instituted prior to my separation from employment. Notwithstanding anything in this Release or the Restrictive Covenant Agreement to the contrary, I understand that pursuant to the federal Defend Trade Secrets Act of 2016, I shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

5.Litigation and Regulatory Cooperation. I agree to reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while I was employed by the Company. My full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. I also agree to reasonably cooperate with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while I was employed by the Company. Any cooperation pursuant to this Section 5 is subject to the Company’s obligation to (i) reimburse me for any expenses incurred (including legal fees and expenses reasonably incurred if the Company and I determine in good faith that both (A) I require legal counsel in order to cooperate and (B) the Company’s counsel would have a conflict in also representing me) during activities reasonably performed at the Company’s request pursuant to this Section 5, subject to the same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate me at a daily rate equal to the sum of my annual base salary as of my separation from employment and my “Target Variable Cash Compensation”, each as defined in the Employment Agreement, divided by 365 to the extent that I reasonably expend any time in performing activities at the Company’s request pursuant to this Section 5 at any time more than two years after my separation from employment; provided that I acknowledge that I shall not at any time be entitled to compensation for time spent in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or trials.

6.Non-Disparagement and No Cooperation. I agree that I will not, at any time in the future, make any written or oral statement that is intended to or should reasonably be expected to disparage or damage (i) the business of the Company or any affiliate of the Company (together, “Company Parties”), (ii) any products or services of any Company Party, (iii) any

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member of the board of directors or management of any Company Party to the extent that I am aware of their status in such capacity at the time such statement is made or (iv) Vista Equity Partners, Elliott Management Company, anyone whom I know or believe to be a representative of either of the foregoing or any other person or entity that I know or believe to be an investor in the Company or a representative of such investor at the time such statement is made. In addition, the Company will direct its directors and officers not to, at any time in the future, make or cause to be made any written or oral statement that is intended to or should reasonably be expected to disparage or damage me or my reputation nor shall the Company make any filing or issue any press release that disparages or damages me; provided that the foregoing shall not apply to any legally required communication. I agree that I will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and/or any other Releasee, unless under a subpoena or other court order to do so; provided that nothing in this Release shall be construed to affect my right to participate in any proceeding before a federal or state administrative agency, including, without limitation, by cooperating with any such agency’s request for information or by making any good faith report to a governmental entity concerning any act or omission that I reasonably believe constitutes a possible violation of federal or state law or making other disclosures that are protected under the anti-retaliation or whistleblower provisions of applicable federal or state law or regulation. In addition, I recognize that the Company’s business relationships with its customers, distributors, resellers and partners (collectively, “Customers and Partners”) are very important to the Company, and that if I – as an important Company representative in its dealings with Customers and Partners during the course of my employment – make any statement (directly or indirectly) to such Customers or Partners about the Company, any other Company Party, employees of any Company Party or the products or services of any Company Party that is untrue or otherwise may be reasonably expected to be harmful to the Company or any other Company Party, I will be deemed to have violated this Section 6, but in the ordinary course of business I may make, without violating this provision, truthful statements as to why the products or services of my then current employer (if any) are superior to those of the Company if a comparison is warranted under the then prevailing circumstances. For the avoidance of doubt, neither my obligations nor the direction to directors and officers or the public statement prohibition shall be construed to limit or otherwise affect statements made in the course of testimony under oath in any legal proceeding. In consideration for the foregoing, the Company agrees that it shall not make any formal written or oral statements, and shall instruct its senior officers and directors not to make any such statements that are intended to or should reasonably be expected to disparage or damage me.

7.California Civil Code Section 1542. I acknowledge that I have been advised to consult with legal counsel and am familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Being aware of said code section, I agree to expressly waive any rights I may have thereunder, as well as under any other statute or common law principles of similar effect. I further acknowledge and agree that the inclusion of the waiver of said code section in this Release shall not be construed to affect the applicability of Florida law to this Release or to any other agreement between the Company and me.

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8.Right to Consider and Revoke Release. I acknowledge that I have been given the opportunity to consider the Original Proposal for a period ending twenty-one (21) days after February 16, 2022, i.e., until March 9, 2022. I agree that the offer of this Release does not restart a new twenty-one (21) day period for consideration and that the deadline for my execution of this Release is March 9, 2022. In the event that I execute this Release before March 9, 2022, I acknowledge that such decision was entirely voluntary and that I had the opportunity to consider this Release until March 9, 2022. To accept this Release, I shall deliver a signed Release to the Company’s General Counsel within such twenty-one (21) day period. For a period of seven (7) days from the date when I execute this Release (the “Revocation Period”), I shall retain the right to revoke this Release by written notice that is received by the General Counsel on or before the last day of the Revocation Period. This Release shall take effect only if it is executed on or before March 9, 2022 and if it is not revoked pursuant to the preceding sentence. If those conditions are satisfied, this Release shall become effective and enforceable on the date immediately following the last day of the Revocation Period (the “Effective Date”).

9.Other Terms.

(a)Legal Representation; Review of Release. I acknowledge that I have been advised to discuss all aspects of this Release with my attorney, that I have carefully read and fully understand all of the provisions of this Release and that I am voluntarily entering into this Release.

(b)Binding Nature of Release and Company Obligations. This Release shall be binding upon me and upon my heirs, administrators, representatives and executors. The Company agrees that, in the event of my disability or death prior to my receipt of all amounts due me from the Company hereunder, all such remaining amounts shall be paid to my legal representative (if any) or to the legal representative of my estate, as applicable.

(c)Amendment. This Release may be amended only upon a written agreement executed by the Company and me.

(d)Severability. In the event that at any future time it is determined by an arbitrator or court of competent jurisdiction that any covenant, clause, provision or term of this Release is illegal, invalid or unenforceable, the remaining provisions and terms of this Release shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Release. In the event of such severance, the remaining covenants shall be binding and enforceable.

(e)Governing Law and Interpretation. This Release shall be deemed to be made and entered into in the State of Florida, and shall in all respects be interpreted, enforced and governed under the laws of the State of Florida, without giving effect to the conflict of laws provisions of Florida law. The language of all parts of this Release shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against the Company or me.

(f)Entire Agreement; Absence of Reliance. I acknowledge that I am not relying on any promises or representations by the Company or any of its agents, representatives or attorneys regarding any subject matter addressed in this Release. I acknowledge that this Release constitutes the entire agreement between the Company and me and that this Release supersedes any previous agreements or understandings between me and the Company, the Indemnification Agreement, the Restrictive Covenant Agreement, the Insider Trading Policy, and any equity award agreements and equity plans to which they are subject, those portions of the Employment Agreement that are expressly preserved in this Release and any other obligations specifically preserved in this Release.

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(g)Legal Fee Reimbursement. The Company shall directly pay or reimburse me for the legal fees incurred by me for my counsel’s review, negotiation and drafting of the terms of this Agreement in an amount not to exceed $8,000, provided that I provide the Company with a copy of the written invoice from such counsel evidencing same. I understand that such payment shall constitute taxable income to me.

[Signature Page Follows]

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So agreed.			CITRIX SYSTEMS, INC.
/s/David J. Henshall		By:	/s/ Antonio G. Gomes
David J. Henshall			Antonio G. Gomes
			Executive Vice President and Chief Legal Officer
Date:	February 28, 2022	Date:	February 28, 2022

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Appendix A

Citrix Systems, Inc.

Termination Certification

    This is to certify that except as may be needed to provide transition assistance and except for a laptop and iPad that the Company previously provided, I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to Citrix Systems, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”).

    I further certify that I have complied with all the terms of the Company’s Confidential Information, Inventions Assignment and Non-Solicitation Agreement signed by me, including the reporting of any Developments and original works of authorship (as defined therein) conceived or made by me (solely or jointly with others) covered by that agreement.

    I further agree that, in compliance with the Confidential Information and Inventions Assignment Agreement and subject to the limitations and restrictions therein, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its clients, consultants or licenses.

Date:	February 28, 2022	/s/David J. Henshall
		David J. Henshall
CITRIX SYSTEMS, INC.
Date:	February 28, 2022	By:	/s/ Antonio G. Gomes
			Title: Executive Vice President and Chief Legal Officer

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EX-10.2

Exhibit 10.2

EXECUTION VERSION

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (the “Release”) is entered into between Arlen Shenkman (referred to herein with the pronouns “I,” “me” and “my”), and Citrix Systems, Inc. (the “Company”), effective as of the Effective Date, as defined below.

WHEREAS, the Company and I are parties to an Executive Agreement dated August 13, 2019 as amended by the First Amendment to Executive Agreement dated October 13, 2021 (together, the “Executive Agreement”);

WHEREAS, the Company and I have mutually agreed to separate my employment with the Company without Cause (as defined in the Executive Agreement) effective on March 11, 2022;

WHEREAS, under the Executive Agreement, certain payments and other terms are subject to my execution of a Separation Agreement and Release; and

WHEREAS, the Company and I seek to resolve any differences regarding my entitlements under the Executive Agreement.

NOW, THEREFORE, the Company and I agree to the following terms:

1.Termination of Employment. The Company and I agree that my employment with the Company shall end on March 11, 2022 and that such termination shall be considered to be a termination without Cause for purposes of the Executive Agreement.

2.Severance Pay, Benefits and Vesting.

(a)Section 2 Pay, Benefits and Vesting. The Company shall provide me with severance pay, benefits (including COBRA) and accelerated vesting as set forth in Section 2 of the Executive Agreement as a result of the termination of my employment without Cause (the “Section 2 Consideration”).

(b)Supplemental Payment. In addition to the terms set forth in Section 2 of the Executive Agreement, the Company shall pay me a lump sum of $4,000,000 less tax-related deductions and withholdings applicable to Form W-2 income (the “Supplemental Payment”) contingent upon the consummation of the merger contemplated by that certain Agreement and Plan of Merger, dated January 31, 2022, by and among the Company, Picard Parent, Inc., Picard Merger Sub, Inc. and, for the purposes set forth therein, TIBCO Software Inc., as may be amended from time to time (the “Merger Agreement”). The Company shall pay the Supplemental Payment to me no later than the Company’s first regular payroll date following the effective time of the merger contemplated by the Merger Agreement.

(c)Separation Benefits Defined; No Additional Payments, Benefits or Vesting. The Section 2 Consideration and the Supplemental Payment are together referred to as the “Separation Benefits.” I acknowledge that no payments, benefits or additional vesting or other rights above and beyond the Separation Benefits shall be due to me as a result of the termination of my employment with the Company. Without limiting the foregoing, I specifically disclaim any rights to payments, benefits or vesting under Section 3 of the Executive Agreement.

3.Release of Claims. I voluntarily release and forever discharge the Company, its parents, subsidiaries, and affiliated entities, and each of those entities’ respective current and

former shareholders, investors, directors, officers, employees, agents, attorneys, insurers, legal successors and assigns (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims:

•relating to my employment by the Company and my separation from employment;

•of wrongful discharge;

•of breach of contract;

•of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination or retaliation that is prohibited by the Florida Civil Rights Act or the law of any other state);

•under any other federal or state statute;

•of defamation or other torts;

•of violation of public policy;

•for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits; and

•for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees;

provided, however, that this release shall not affect my rights under the Company’s Section 401(k) plan, my rights to the Separation Benefits or otherwise under this Release, my rights to indemnification under the Indemnification Agreement between the Company and me (the “Indemnification Agreement”) and under the Merger Agreement, my rights to Directors’ and Officers’ insurance, my rights to any vested equity awards, my rights to file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency, and any rights and claims that cannot be waived by law.

I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release; provided that nothing in this Release limits any right I may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. I represent that I have not assigned to any third party and I have not filed with any court any Claim released by this Release.

4.Ongoing Obligations. I reaffirm my ongoing obligations under the Citrix Systems, Inc. Confidential Information, Inventions Assignment and Noncompetition Agreement between me and the Company dated September 10, 2019 (the “Restrictive Covenant Agreement”), including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company, to return to the Company (in good condition) all of the Company’s equipment, property, and documents (whether in paper, electronic, or other format, and all copies thereof) that are in my possession or control, and refrain from certain competition and solicitation activities for a twelve (12) month period after my termination of employment; provided, however, that I may solicit my administrative assistant for employment at any subsequent employer. I also reaffirm my ongoing obligations under the Citrix Systems, Inc. Statement of Company Policy Regarding Insider Trading and Disclosure of Material Non-Public Information (the “Insider Trading Policy”) and agree that those obligations continue to apply following my separation from employment, until such time as any material, nonpublic information possessed by me has become public or is no longer material, but not to exceed 12 months. Without limiting the foregoing, I acknowledge and agree that I shall continue

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to be subject to the remainder of any Quarterly Black-Out or Special Black-Out (as defined in the Insider Trading Policy), if such black-out period was instituted prior to my separation from employment. Notwithstanding anything in this Release or the Restrictive Covenant Agreement to the contrary, I understand that pursuant to the federal Defend Trade Secrets Act of 2016, I shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company shall timely provide me and my attorney with an advance draft of any public disclosure regarding the terms of this Release for review and comment, which comments the Company shall fully consider.

5.Litigation and Regulatory Cooperation. I agree to cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while I was employed by the Company. My full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. I also agree to cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while I was employed by the Company. Any cooperation pursuant to this Section 5 is subject to the Company’s obligation to (i) reimburse me for any expenses incurred during activities reasonably performed at the Company’s request pursuant to this Section 5, subject to the same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate me at a daily rate equal to the sum of my annual base salary as of the date of my separation from employment and my “Target Variable Cash Compensation” (as defined in the Executive Agreement), divided by 365, to the extent that I reasonably expend any time in performing activities at the Company’s request pursuant to this Section 5 at any time more than one year after my separation from employment; provided that I acknowledge that I shall not at any time be entitled to compensation for time spent in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or trials.

6.Non-Disparagement and No Cooperation.

(a)I agree that I will not, at any time in the future, make any written or oral statement that disparages or damages (i) the business of the Company or any affiliate of the Company (together, “Company Parties”), (ii) any products or services of any Company Party, (iii) any member of the board of directors or management of any Company Party, or (iv) any investor in the securities of the Company or any representative thereof. In addition, the Company shall not in any Company communication or disclosure, and shall cause its directors and officers not to, at any time in the future, make or cause to be made any written or oral statement that disparages or damages me or my reputation. I agree that I will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and/or any of the other Releasees, unless under a subpoena or other court order to do so. In addition, I recognize that the Company’s business relationships with its customers, distributors, resellers and partners (collectively, “Customers and Partners”) are very important to the Company, and that if I – as an important Company representative in its dealings with Customers and Partners during the course of my employment – make any statement (directly or indirectly) to such Customers or Partners about the Company, any other Company Party, employees of any Company Party or the products or services of any Company Party that is untrue or otherwise may

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be harmful to the Company or any other Company Party, I will be deemed to have violated this Section 6(a).

(b)Nothing in this Release shall be construed to affect my right to initiate or participate in any proceeding before a federal, state or local administrative agency or commission (a “Government Agency”), including, without limitation, by cooperating with any such Government Agency’s request for information, including by providing documents or other information without notice to the Company, or by making any good faith report to a Government Agency concerning any act or omission that I believe constitutes a possible violation of federal or state law or making other disclosures that are protected under the anti-retaliation or whistleblower provisions of applicable federal or state law or regulation.

7.California Civil Code Section 1542. I acknowledge that I have been advised to consult with legal counsel and am familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Being aware of said code section, I agree to expressly waive any rights I may have thereunder, as well as under any other statute or common law principles of similar effect. I further acknowledge and agree that the inclusion of the waiver of said code section in this Release shall not be construed to affect the applicability of Florida law to this Release or to any other agreement between the Company and me.

8.Right to Consider and Revoke Release. I acknowledge that I have been given the opportunity to consider this Release for a period ending twenty-one (21) days after the date when it was proposed to me. In the event that I execute this Release within less than twenty-one (21) days after such date, I acknowledge that such decision was entirely voluntary and that I had the opportunity to consider this Release until the end of the twenty-one (21) day period. To accept this Release, I shall deliver a signed Release to the Company’s General Counsel within such twenty-one (21) day period. For a period of seven (7) days from the date when I execute this Release (the “Revocation Period”), I shall retain the right to revoke this Release by written notice that is received by the General Counsel on or before the last day of the Revocation Period. This Release shall take effect only if it is executed within the twenty-one (21) day period as set forth above and if it is not revoked pursuant to the preceding sentence. If those conditions are satisfied, this Release shall become effective and enforceable on the date immediately following the last day of the Revocation Period (the “Effective Date”).

9.Other Terms.

(a)Legal Representation; Review of Release. I acknowledge that I have been advised to discuss all aspects of this Release with my attorney, that I have carefully read and fully understand all of the provisions of this Release and that I am voluntarily entering into this Release.

(b)Binding Nature of Release. This Release shall be binding upon me and upon my heirs, administrators, representatives and executors.

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(c)Amendment. This Release may be amended only upon a written agreement executed by the Company and me.

(d)Severability. In the event that at any future time it is determined by an arbitrator or court of competent jurisdiction that any covenant, clause, provision or term of this Release is illegal, invalid or unenforceable, the remaining provisions and terms of this Release shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Release. In the event of such severance, the remaining covenants shall be binding and enforceable.

(e)Governing Law and Interpretation. This Release shall be deemed to be made and entered into in the State of Florida, and shall in all respects be interpreted, enforced and governed under the laws of the State of Florida, without giving effect to the conflict of laws provisions of Florida law. The language of all parts of this Release shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against the Company or me.

(f)Entire Agreement; Absence of Reliance. I acknowledge that I am not relying on any promises or representations by the Company or any of its agents, representatives or attorneys regarding any subject matter addressed in this Release. I acknowledge that this Release constitutes the entire agreement between the Company and me and that this Release supersedes any previous agreements or understandings between me and the Company, except the Indemnification Agreement, the Restrictive Covenant Agreement, the Insider Trading Policy, and any equity award agreements and equity plans to which they are subject, those portions of the Executive Agreement that are specifically preserved in this Release and any other obligations specifically preserved in this Release.

(g)Counterparts. This Release may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(h)Electronic Signatures. In addition, transmission by facsimile or electronic mail of a document in Adobe Portable Document Format or other electronic file based on common standards, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, including DocuSign, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be acceptable to the parties for all purposes.

So agreed.

		CITRIX SYSTEMS, INC.
/s/Arlen Shenkman		By:	/s/Antonio G. Gomes
Arlen Shenkman			Antonio G. Gomes
			Executive Vice President and Chief Legal Officer
Date:	March 14, 2022

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EX-10.3

Exhibit 10.3

AMENDED AND RESTATED EXECUTIVE AGREEMENT

This Amended and Restated Executive Agreement (the “Agreement”) is made this fifth day of May, 2022 (the “Effective Date”), by and between Citrix Systems, Inc., a Delaware corporation (the “Company”), and Jason Smith (the “Executive”), and amends and restates the Executive Agreement entered into by and between the Company and the Executive effective as of September 10, 2021 (the “Prior Agreement”).

WHEREAS, on February 21, 2022, the Executive was appointed as the Executive Vice President and Chief Financial Officer of the Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement in order to, among other things, reflect the promotion of the Executive to his new role and provide certain benefits to the Executive in the event he is terminated under certain circumstances.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows:

1.Purpose and Term.

(a)Purpose. The Compensation Committee of the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to provide the Executive with competitive compensation and benefits arrangements in the event his or her employment is involuntarily terminated under certain circumstances. Nothing in this Agreement shall be construed as creating an express or implied contract of employment; and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company, any successor to the Company or any successor of any business of the Company.

(b)Term. The terms of this Agreement shall commence on the Effective Date and shall continue until and including September 10, 2024 unless earlier terminated as provided herein or extended as described in this paragraph (the “Initial Term”). The Initial Term shall be renewed automatically for periods of one year (each, an “Extended Term”) commencing September 10, 2024 and each subsequent anniversary thereof, unless written notice of non-renewal is given by either party to the other not less than 180 days prior to the end of the Initial Term or any Extended Term. As used herein, “Term” shall include the Initial Term and any Extended Term, but the Term shall end upon any termination of the Executive’s employment with the Company as provided herein. Notwithstanding the foregoing, in the event a Change in Control (as defined in Section 5(b)) occurs during the Initial Term or any Extended Term, the Term shall be extended until the later of (i) 12 months after the Change in Control and (ii) the last day of such Initial Term or Extended Term, as applicable.

(c)Position. During the Term, the Executive shall continue to serve as the Executive Vice President and Chief Financial Officer of the Company; provided, that upon the consummation of the transactions (the “Merger”) contemplated by that certain Agreement and Plan of Merger by and among the Company, Picard Parent Inc., Picard Merger Sub, Inc. and certain other parties, dated as of January 31, 2022, the Executive shall serve as the Chief Financial Officer of the entity, division or portion of the organization comprised of the former Citrix business.

2.Compensation and Related Matters.

(a)Base Salary. Effective as of February 21, 2022, the Executive’s annual base salary shall be $600,000 (the “Base Salary”), payable in a manner consistent with the Company’s usual payroll practice for senior executives.

(b)Incentive Compensation. Effective as of February 21, 2022, the Executive shall be eligible to receive variable cash incentive compensation as determined by performance goals established by the Board; provided that such goals shall be based solely on the Company’s financial and operational targets as applied to other executive leadership team members of the Company. The Executive’s Target Variable Cash Compensation for calendar year 2022 shall be 100 percent of his Base Salary. “Target Variable Cash Compensation” shall mean the Executive’s annual incentive compensation target for the then current fiscal year, calculated as though the Company and the Executive achieved, as of the applicable measurement date, the Company’s financial and operational targets, each at the 100 percent level. For all years, eligibility for cash incentive compensation shall be contingent on the Executive’s employment through the end of the calendar year for which incentive compensation is determined, unless otherwise provided herein. Incentive compensation for any calendar year will be payable in a lump sum in cash within 75 days after the end of such year.

(c)Equity Compensation; Acceleration. Following the Effective Date, the Executive will not be eligible to receive any new equity grants; provided, that any equity awards previously granted to the Executive and outstanding as of the Effective Date shall continue to be subject to their applicable terms. In addition, upon the consummation of the Merger, the vesting of all outstanding equity awards held by the Executive as of such time shall immediately accelerate and become fully vested, subject to the Executive’s continued service with the Company until such date. The parties acknowledge and agree that the outstanding equity awards held by the Executive as of the Effective Date consist of an aggregate of 34,208.647 restricted stock units of the Company with time-based vesting.

3.Severance Benefits. If, during the Term, the Executive’s employment is terminated by the Company for any reason other than for Cause, Disability or death, or if the Executive terminates his employment for Good Reason, subject to the Executive signing a separation and release agreement in substantially the form attached hereto as Exhibit I (the “Separation Agreement and Release”), and the Separation Agreement and Release becoming irrevocable, all within 60 days after the earlier of (i) the Date of Termination or (ii) the date the Executive is provided with the Separation Agreement and Release (the “60-day Period”), the Executive shall be entitled to the following:

(a)The Company shall pay the Executive a severance amount equal to $750,000. Such amount shall be paid in a lump sum in cash on the next regularly-scheduled payroll date following the date that the Separation Agreement and Release becomes irrevocable and in any event during the 60-day Period; provided, however, that if the 60-day Period begins in one calendar year and ends in a second calendar year and the lump sum amount would have been payable during the first calendar year based on the foregoing, the severance amount shall instead be paid on the first regularly-scheduled payroll date in the second calendar year and no later than the last day of the 60-day Period.

(b)The Executive shall be paid an amount equal to the variable cash incentive compensation that the Executive would have earned for the calendar year which includes the Date of Termination had no such termination occurred, based on actual performance for such year, multiplied by a fraction, the numerator of which is the number of days elapsed between January 1 of the calendar year in which such Date of Termination occurs until the Date of Termination and the denominator of which is 365, with such amount to be paid on the date such variable cash incentive compensation would otherwise have been paid, but in any event within 75 days after the end of such year.

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(c)On the date the Separation Agreement and Release becomes irrevocable, the Executive shall become vested in that portion of all of his or her then outstanding unvested equity awards with time-based vesting that would have become vested within the 12-month period following the Date of Termination, and notwithstanding the terms of the existing equity award agreements, the forfeiture of such portion of the equity awards shall be delayed until the end of the 60-day Period. Shares of the Company’s common stock underlying any such vested restricted stock units with time-based vesting shall be issued to the Executive upon the Separation Agreement and Release becoming irrevocable in accordance with the foregoing (it being understood that the Executive shall have no rights with respect to such shares of common stock unless and until they are issued to the Executive).

(d)For a period of 12 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier (the “COBRA Coverage Period”), the Company shall provide the Executive, and his or her eligible dependents, at the Company’s sole expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA, provided that the Executive timely executes all necessary COBRA election documentation and remains eligible for COBRA coverage. To the extent that such benefit coverage constitutes a taxable benefit to the Executive, the Executive shall be responsible for such tax obligation and the Company shall not be required to pay any tax gross-up amount. COBRA election documentation will be sent to the Executive after the Executive’s Date of Termination. After the Executive’s COBRA Coverage Period, if the Executive wishes to continue such COBRA coverage and is eligible therefor, the Executive will be required to pay all requisite premiums for such continued coverage.

(e)The Company shall provide executive-level outplacement assistance to the Executive for a period of 12 months following the Date of Termination.

(f)If, on the Date of Termination, the Executive is currently enrolled for financial management services with Ayco, or a similar financial management service provider previously approved by the Company, the Company shall provide continued financial management services at the then current level of benefit being provided by Ayco or such other previously-approved financial management service provider for a period of 12 months following the Date of Termination.

For the avoidance of doubt, if the business of the Company as to which the Executive’s employment then relates is sold or spun off and the Executive continues employment with the successor entity or one of its affiliates, the Executive shall not be deemed to incur a termination of employment, or be entitled to any benefits, under this Section 3 solely as a result of such sale or spin-off.

(f)    Notwithstanding anything in the foregoing to the contrary, the Company may modify the Separation Agreement and Release (i) to substitute a consideration period of forty-five (45) days for the consideration period in Section 5 of the Separation Agreement and Release; (ii) make changes that the Company determines to be necessary or appropriate based on changes in applicable law; or (iii) to make non-material revisions.

4.Additional Limitation under Section 280G.

(a)Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section

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4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).

(b)For purposes of this Section 4, the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(c)The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to Section 4(a) shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”) with the Executive’s consent, which will not be unreasonably withheld. The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the Company or the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

5.Definitions. For purposes hereof, the following terms shall have the meanings set forth below:

(a)“Cause” shall mean a termination of the Executive’s employment which is a result of:

(i)the indictment of the Executive for the commission of any felony or a misdemeanor involving deceit, material dishonesty or fraud, or any willful conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the Company if the Executive were retained in his or her position; or

(ii)willful disclosure of material trade secrets or other material confidential information related to the business of the Company and its subsidiaries or affiliates; or

(iii)willful and continued failure substantially to perform the Executive’s duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Board, which demand identifies the specific actions which the Board believes constitute willful and continued

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failure substantially to perform the Executive’s duties, and which performance is not substantially corrected by the Executive within 30 days of receipt of such demand; or

(iv)willful and knowing participation in releasing false or materially misleading financial statements or submission of a false certification to the Securities and Exchange Commission; or

(v)failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Board to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

(b)“Change in Control” shall mean any of the following:

(i)any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended and in effect from time to time (the “Exchange Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30 percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Company’s Board of Directors (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the Company); or

(ii)the consummation of a consolidation, merger or sale or other disposition of all or substantially all of the assets of the Company in a single transaction or series of related transactions (a “Corporate Transaction”); excluding, however, a Corporate Transaction in which the stockholders of the Company immediately prior to the Corporate Transaction, would, immediately after the Corporate Transaction, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the corporation issuing cash or securities in the Corporate Transaction (or of its ultimate parent corporation, if any); or

(iii)persons who, as of the date hereof, constitute the Company’s Board of Directors (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to the date hereof shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by either (A) a vote of at least a majority of the Incumbent Directors or (B) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

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(iv)any other acquisition of the business of the Company in which a majority of the Board votes in favor of a decision that a Change in Control has occurred within the meaning of this Agreement; or

(v)the approval by the Company’s stockholders of any plan or proposal for the liquidation or dissolution of the Company.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (b)(i) solely as the result of an acquisition of securities by the Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person to 30 percent or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 30 percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (b)(i).

(c)“Date of Termination” shall mean: (i) if the Executive’s employment is terminated by the Company without Cause, 30 days after the date on which Notice of Termination is given; and (ii) if the Executive’s employment is terminated by the Executive with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period; provided however, that if the Executive resigns with Good Reason prior to a Change in Control or the Executive resigns with Good Reason pursuant to the final proviso of subsection (i) (clause (x)) of the Good Reason definition, then the Executive agrees to continue to be employed for up to a 90-day transition period after the end of the Cure Period if so requested by the Company. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a separate termination by the Company for purposes of this Agreement.

(d)“Disability” shall mean that if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from his or her duties to the Company on a full-time basis for 180 calendar days in the aggregate in any 12 month period.

(e)“Good Reason” shall mean the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent:

(i)after December 31, 2022, a substantial reduction, not consented to by the Executive, in the nature or scope of the Executive’s responsibilities, authorities, powers, functions or duties; provided (x) that it will be considered a substantial reduction in duties and responsibilities if after December 31, 2022, the Executive is not Executive Vice President and Chief Financial Officer of the ultimate parent entity of the resulting company or such parent is not a publicly-traded company;

(ii)a reduction in the Executive’s annual base salary or Target Variable Cash Compensation opportunity, each as in effect on the date hereof or as the same may be increased from time to time hereafter;

(iii)the relocation of the Company’s office at which the Executive is principally employed (the “Current Office”) to any other location more than 35 miles from the Current Office, or the requirement by the Company for the Executive to be

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based more than 35 miles away from the Current Office, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations;

(iv)following a Change in Control, the material breach by the Company of any agreements, plans, policies and practices relating to the Executive’s employment with the Company;

(v)failure to provide the Executive with any payments, rights and other entitlements included hereunder, including without limitation upon a Change in Control as provided for herein; or

(vi)the Company’s issuance to the Executive of a notice of non-renewal under Section 1(b) hereof.

(f)“Good Reason Process” shall mean that (1) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (2) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition, if such condition occurs prior to a Change in Control and within 90 days of the first occurrence with respect to a condition that occurs in connection with or following a Change in Control; provided that for subsection (i) of “Good Reason”, the Executive shall notify the Company in writing of such Good Reason condition within 90 days following December 31, 2022 (or within 90 days following the first occurrence of subsection (i), if such condition occurs after December 31, 2022); (3) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (4) notwithstanding such efforts, the Good Reason condition continues to exist; and (5) the Executive terminates his or her employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(g)“Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon. Any termination of the Executive’s employment by the Company or any such termination by the Executive hereunder shall be communicated by written Notice of Termination to the other party hereto.

6.Executive’s Covenant. The Executive has entered into a Non-Solicitation, Non-Compete and Confidentiality and Employee Non-Disclosure Agreement with the Company dated on or before the Executive’s commencement of employment with the Company (the “Restrictive Covenant Agreement”), which is incorporated herein by reference and survives the termination or expiration of this Agreement. In consideration of the benefits received under this Agreement, the Executive hereby reconfirms his or her obligations under the Restrictive Covenant Agreement in all respects. Notwithstanding the foregoing, nothing in this Agreement or the Restrictive Covenant Agreement shall be construed to affect the Executive’s right to participate in any proceeding before a federal or state administrative agency, including, without limitation, by cooperating with any such agency’s request for information or by making any good faith report to a governmental agency or entity concerning any act or omission that the Executive believes constitutes a possible violation of federal or state law or making other disclosures that are protected under the anti-retaliation or whistleblower provisions of applicable federal or state law or regulation.

7.Termination. This Agreement shall terminate upon the earliest of (a) the termination by the Company of the employment of the Executive for Cause or the failure by the Executive to perform his or her full-time duties with the Company by reason of his or her death or Disability, (b) the resignation or termination of the Executive’s employment by the Executive

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without Good Reason or the (c) at the end of the then current Term following delivery of a notice of non-renewal under Section 1(b) herein (subject to the terms of such Section 1(b)).

8.Section 409A.

(a)Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b)All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c)To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

(d)The parties intend that this Agreement will be administered in accordance with Section 409A of the Code and further intend that all payments and benefits hereunder will be exempt from Section 409A of the Code to the greatest extent possible. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(e)The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

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9.Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. Any cooperation pursuant to this Section 9 is subject to the Company’s obligation to (i) reimburse the Executive for any expenses incurred during activities reasonably performed at the Company’s request pursuant to this Section 9, subject to the same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate the Executive at a daily rate equal to the sum of the Executive’s annual base salary as of the date of the Executive’s separation from employment and the Executive’s Target Variable Cash Compensation, divided by 365, to the extent that the Executive reasonably expends any time in performing activities at the Company’s request pursuant to this Section 9 at any time after the Executive’s separation from employment; provided that the Executive acknowledges that he or she shall not at any time be entitled to compensation for time spent in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or trials.

10.Arbitration of Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise and any other claims based on any statute) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Fort Lauderdale, Florida in accordance with the Employment Arbitration Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 10 shall be specifically enforceable. Notwithstanding the foregoing, this Section 10 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 10. Notwithstanding the above, if the Company has moved the Executive’s principal place of work to the Santa Clara, California area prior to a proceeding referred to in this Section, then “California” and “San Jose, California” shall be substituted for “Florida” and “Fort Lauderdale, Florida” above.

11.Consent to Jurisdiction. To the extent that any court action is permitted consistent with or to enforce Section 11 of this Agreement, the parties hereby consent to the jurisdiction of the Superior Court of the State of Florida and the United States District Court for the District of Florida. Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process. Notwithstanding the above, if the Company has moved the Executive’s principal place of work to the Santa Clara, California area prior to a court action

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referred to in this Section, then “California” and “Northern District of California” shall be substituted for “Florida” and “District of Florida” above.

12.Integration. This Agreement, together with the additional agreements referred to herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including, without limitation, the Prior Agreement.

13.Effect on Other Plans. An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except that the Executive shall have no rights to any severance benefits under any Company severance pay plan.

14.Withholding. All payments made by the Company to the Executive under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

15.Successor to the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representatives, executors, administrators, heirs, distributees, devisees and legatees.

16.Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

17.Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein.

18.Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

19.Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Chief Executive Officer.

20.Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company (other than the Executive).

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21.Governing Law. This contract shall be construed under and be governed in all respects by the laws of the State of Florida, without giving effect to the conflict of laws principles of such State. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals in such jurisdiction.

22.Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

23.Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

24.Gender Neutral. Wherever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates otherwise.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company by its duly authorized officer, and by the Executive, as of the date first above written.

CITRIX SYSTEMS, INC.

By:    /s/Antonio G. Gomes    

    Antonio G. Gomes

    Executive Vice President & Chief Legal Officer

/s/Jason Smith    

Jason Smith

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EXHIBIT I

SEPARATION AGREEMENT AND RELEASE

I, Jason Smith (referred to herein with the pronouns “I,” “me” and “my”), and Citrix Systems, Inc. (the “Company”) enter into this Separation Agreement and Release (the “Release”) pursuant to Section 3 of the Amended and Restated Executive Agreement between the Company and me dated May 5, 2022 (the “Executive Agreement”). I acknowledge that my timely execution and return and my non-revocation of this Release are conditions to my entitlement to the benefits set forth in Section 3 of the Executive Agreement (the “Severance Benefits”). I therefore agree to the following terms:

1.Release of Claims. I voluntarily release and forever discharge the Company, its parents, subsidiaries, and affiliated entities, and each of those entities’ respective current and former shareholders, investors, directors, officers, employees, agents, attorneys, insurers, legal successors and assigns (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when I sign this Release, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This includes, without limitation, the release of all Claims:

•relating to my employment by the Company and my separation from employment;

•of wrongful discharge;

•of breach of express or implied contract;

•of retaliation, harassment, or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination, harassment, or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination, harassment, or retaliation under the Americans with Disabilities Act, Claims of discrimination, harassment, or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of any form of discrimination, harassment, or retaliation that is prohibited by the [Florida Civil Rights Act] [the California Fair Employment and Housing Act]1 or the law of any other state);

•under any other federal, state or local statute;

•of defamation, invasion of privacy, infliction of emotional distress, or other torts;

•of violation of public policy;

•for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits[, including without limitation Claims based on the California Labor Code]2; and

•for damages or other remedies of any sort, including, without limitation, compensatory damages, penalties, punitive damages, injunctive relief and attorney’s fees;

provided, however, that this release shall not affect my rights under the Company’s Section 401(k) plan, my rights to the Severance Benefits under the Executive Agreement, my rights to indemnification under the Indemnification Agreement between the Company and me (the “Indemnification Agreement”), my rights to Directors’ and Officers’ insurance, my rights to any vested equity awards, my rights to file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency, and any rights and claims that cannot be waived by law.

I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim released by this Release; provided that nothing in this Release limits any right I may have to receive a whistleblower award or bounty for information provided to the Securities and

1 Select which law based on the employee’s location.

2 Remove if not in California.

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Exchange Commission. I represent that I have not assigned to any third party and I have not filed with any court any Claim released by this Release.

2.Ongoing Obligations. I reaffirm my ongoing obligations under the Citrix Systems, Inc. Confidential Information, Inventions Assignment and Non-Competition Agreement between me and the Company (the “Restrictive Covenant Agreement”), including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company, to return to the Company (in good condition) all of the Company’s equipment, property, and documents (whether in paper, electronic, or other format, and all copies thereof) that are in my possession or control, and refrain from certain activities for a twelve (12) month period after my termination of employment. I acknowledge that if the execution of Exhibit A to this Agreement, entitled “Citrix Systems, Inc. Termination Certification” (the “Certification”), is required and I agree to sign and return to the Company, at the same time I return the Release, the Certification (attached hereto as Appendix A) as a condition to my entitlement to the Severance Benefits. I also reaffirm my ongoing obligations under the Citrix Systems, Inc. Statement of Company Policy Regarding Insider Trading and Disclosure of Material Non-Public Information (the “Insider Trading Policy”) and agree that those obligations continue to apply following my separation from employment, until such time as any material, nonpublic information possessed by me has become public or is no longer material, but not to exceed 12 months. Without limiting the foregoing, I acknowledge and agree that I shall continue to be subject to the remainder of any Quarterly Black-Out or Special Black-Out (as defined in the Insider Trading Policy), if such black-out period was instituted prior to my separation from employment

3.Litigation and Regulatory Cooperation. I agree to cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while I was employed by the Company. My full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. I also agree to cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while I was employed by the Company. Any cooperation pursuant to this Section 3 is subject to the Company’s obligation to (i) reimburse me for any expenses incurred during activities reasonably performed at the Company’s request pursuant to this Section 3, subject to the same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate me at a daily rate equal to the sum of my annual base salary as of the date of my separation from employment and my “Target Variable Cash Compensation” (as defined in the Executive Agreement), divided by 365, to the extent that I reasonably expend any time in performing activities at the Company’s request pursuant to this Section 3 at any time more than [insert: one year if Release executed in connection with Section 2 / 18 months if Release executed in connection with Section 3] after my separation from employment; provided that I acknowledge that I shall not at any time be entitled to compensation for time spent in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or trials.

4.Non-Disparagement and No Cooperation; Protected Disclosures.

(a)Unless I am compelled by subpoena or other compulsory legal process (of which I must provide the Company at least 10 days advance written notice where possible, I agree that I will not, at any time in the future, make any written or oral statement that disparages or damages (i) the business of the Company or any affiliate of the Company (together, “Company Parties”), (ii) any products or services of any Company Party, (iii) any member of the

    14

board of directors or management of any Company Party, or (iv) any investor in the securities of the Company or any representative thereof. In addition, the Company will direct individual’s supervisor not to, at any time in the future, make or cause to be made any written or oral statement that disparages or damages me or my reputation. I agree that I will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and/or any of the other Releasees, unless under a subpoena or other court order to do so. In addition, I recognize that the Company’s business relationships with its customers, distributors, resellers and partners (collectively, “Customers and Partners”) are very important to the Company, and that if I – as an important Company representative in its dealings with Customers and Partners during the course of my employment – make any statement (directly or indirectly) to such Customers or Partners about the Company, any other Company Party, employees of any Company Party or the products or services of any Company Party that is untrue or otherwise may be harmful to the Company or any other Company Party, I will be deemed to have violated this Section 4(a).

(b)Nothing in this Release shall be interpreted or applied to prohibit me from making any good faith report to any governmental agency or other governmental entity (a “Government Agency”) concerning any act or omission that I reasonably believe constitutes a possible violation of federal or state law or making other disclosures that are protected under the anti-retaliation or whistleblower provisions of applicable federal or state law or regulation. In addition, nothing contained in this Release limits my ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including my ability to provide documents or other information, without notice to the Company. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, I shall not be held criminally or civilly liable under any federal or state trade secret law or under this Release or the Restrictive Covenant Agreement for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

5.[California Civil Code Section 1542. I acknowledge that I have been advised to consult with legal counsel and am familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Being aware of said code section, I agree to expressly waive any rights I may have thereunder, as well as under any other statute or common law principles of similar effect. I further acknowledge and agree that the inclusion of the waiver of said code section in this Release shall not be construed to affect the applicability of Florida law to this Release or to any other agreement between the Company and me.]3

3 To be revised for any contracts subject to CA law.

    15

6.Right to Consider and Revoke Release. I acknowledge that I have been given the opportunity to consider this Release for a period ending twenty-one (21) days after the date when it was proposed to me. In the event that I execute this Release within less than twenty-one (21) days after such date, I acknowledge that such decision was entirely voluntary and that I had the opportunity to consider this Release until the end of the twenty-one (21) day period. To accept this Release, I shall deliver a signed Release to the Company’s General Counsel within such twenty-one (21) day period. For a period of seven (7) days from the date when I execute this Release (the “Revocation Period”), I shall retain the right to revoke this Release by written notice that is received by the General Counsel on or before the last day of the Revocation Period. This Release shall take effect only if it is executed within the twenty-one (21) day period as set forth above and if it is not revoked pursuant to the preceding sentence. If those conditions are satisfied, this Release shall become effective and enforceable on the date immediately following the last day of the Revocation Period (the “Effective Date”).4

7.Other Terms.

(a)Legal Representation; Review of Release. I acknowledge that I have been advised to discuss all aspects of this Release with my attorney, that I have carefully read and fully understand all of the provisions of this Release and that I am voluntarily entering into this Release.

(b)Binding Nature of Release. This Release shall be binding upon me and upon my heirs, administrators, representatives and executors.

(c)Amendment. This Release may be amended only by a written agreement executed by the Company and me.

(d)Severability. In the event that at any future time it is determined by an arbitrator or court of competent jurisdiction that any covenant, clause, provision or term of this Release is illegal, invalid or unenforceable, the remaining provisions and terms of this Release shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Release. In the event of such severance, the remaining covenants shall be binding and enforceable.

(e)Governing Law and Interpretation. This Release shall be deemed to be made and entered into in the [state where the Executive works], and shall in all respects be interpreted, enforced and governed under the laws of the State of [state where the Executive works], without giving effect to the conflict of laws provisions of [state where the Executive works] law. The language of all parts of this Release shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against the Company or me.

(f)Entire Agreement; Absence of Reliance. I acknowledge that I am not relying on any promises or representations by the Company or any of its agents, representatives or attorneys regarding any subject matter addressed in this Release. I acknowledge that this Release constitutes the entire agreement between the Company and me and that this Release supersedes any previous agreements or understandings between me and the Company, except the Executive Agreement, the Indemnification Agreement, the Restrictive Covenant Agreement, the Insider Trading Policy, and any equity award agreements and equity plans to which they are subject, and any other obligations specifically preserved in this Release.

So agreed.

4 Delete if executive is under 40

    16

                            CITRIX SYSTEMS, INC.

______________________________________    By:_____________________________

Executive                         Name:

                             Title:

Date:__________________________________

    17

Appendix A

Citrix Systems, Inc.

Termination Certification

    This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to Citrix Systems, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”).

    I further certify that I have complied with all the terms of the Company’s Non-Solicitation, Non-Compete and Confidentiality and Employee Non-Disclosure Agreement signed by me, including the reporting of any Developments and original works of authorship (as defined therein) conceived or made by me (solely or jointly with others) covered by that agreement.

    I further agree that, in compliance with the Non-Solicitation, Non-Compete and Confidentiality and Employee Non-Disclosure Agreement and subject to the limitations and restrictions therein, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its clients, consultants or licenses.

Date: ____________________________         _______________________________

Executive

    18

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Robert M. Calderoni, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Citrix Systems, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ ROBERT M. CALDERONI
	Robert M. Calderoni
	Interim Chief Executive Officer and President
	(Principal Executive Officer)

Date: May 5, 2022

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Jason A. Smith, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Citrix Systems, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ JASON A. SMITH
	Jason A. Smith
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

Date: May 5, 2022

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Citrix Systems, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Robert M. Calderoni, Interim Chief Executive Officer and President of the Company, and Jason A. Smith, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to our knowledge, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ ROBERT M. CALDERONI
	Robert M. Calderoni
	Interim Chief Executive Officer and President
	(Principal Executive Officer)
By:	/s/ JASON A. SMITH
	Jason A. Smith
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

May 5, 2022

XML

COVER PAGE - shares	3 Months Ended
	Mar. 31, 2022	Apr. 27, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	0-27084
Entity Registrant Name	CITRIX SYSTEMS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-2275152
Entity Address, Address Line One	851 West Cypress Creek Road
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33309
City Area Code	954
Local Phone Number	267-3000
Title of 12(b) Security	Common Stock, par value $.001 per share
Trading Symbol	CTXS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		126,579,926
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Central Index Key	0000877890
Current Fiscal Year End Date	--12-31

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 726,690	$ 513,993
Short-term investments, available-for-sale	12,428	13,186
Accounts receivable, net of allowances of $40,338 and $33,279 at March 31, 2022 and December 31, 2021, respectively	602,540	885,311
Inventories, net	26,993	23,158
Prepaid expenses and other current assets	304,288	283,337
Total current assets	1,672,939	1,718,985
Long-term investments, available-for-sale	11,874	14,754
Property and equipment, net	209,480	219,031
Operating lease right-of-use assets, net	140,632	154,685
Goodwill	3,404,214	3,400,792
Other intangible assets, net	726,087	760,293
Deferred tax assets, net	413,365	417,016
Other assets	287,885	289,961
Total assets	6,866,476	6,975,517
Current liabilities:
Accounts payable	134,872	165,250
Accrued expenses and other current liabilities	353,328	444,767
Income taxes payable	43,313	35,996
Short-term debt	99,952	0
Current portion of deferred revenues	1,622,847	1,708,058
Total current liabilities	2,254,312	2,354,071
Long-term portion of deferred revenues	315,234	329,535
Long-term debt	3,227,502	3,326,327
Long-term income taxes payable	204,782	204,782
Operating lease liabilities	152,057	166,014
Other liabilities	48,030	47,531
Commitments and contingencies
Stockholders' equity:
Preferred stock at $.01 par value: 5,000 shares authorized, none issued and outstanding	0	0
Common stock at $.001 par value: 1,000,000 shares authorized; 326,701 and 325,174 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	327	325
Additional paid-in capital	7,142,363	7,041,576
Retained earnings	5,161,470	5,100,624
Accumulated other comprehensive loss	(3,541)	(2,896)
Stockholders' equity before treasury stock	12,300,619	12,139,629
Less - common stock in treasury, at cost (200,740 and 200,313 shares at March 31, 2022 and December 31, 2021, respectively)	(11,636,060)	(11,592,372)
Total stockholders' equity	664,559	547,257
Total liabilities and stockholders' equity	$ 6,866,476	$ 6,975,517

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance	$ 40,338	$ 33,279
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	326,701,000	325,174,000
Common stock, shares outstanding (in shares)	326,701,000	325,174,000
Common stock in treasury, shares (in shares)	200,740,000	200,313,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues:
Total net revenues	$ 825,338	$ 775,766
Cost of net revenues:
Amortization of product related intangible assets	17,343	11,009
Total cost of net revenues	141,896	143,469
Gross profit	683,442	632,297
Operating expenses:
Research and development	147,905	144,158
Sales, marketing and services	292,951	293,284
General and administrative	109,059	94,990
Amortization of other intangible assets	19,221	7,532
Restructuring	18,078	0
Total operating expenses	587,214	539,964
Income from operations	96,228	92,333
Interest income	442	321
Interest expense	(22,076)	(24,360)
Other (expense) income, net	(1,077)	12,896
Income before income taxes	73,517	81,190
Income tax expense (benefit)	13,285	(8,858)
Net income	$ 60,232	$ 90,048
Earnings per share:
Basic (in dollars per share)	$ 0.48	$ 0.73
Diluted (in dollars per share)	$ 0.47	$ 0.71
Weighted average shares outstanding:
Basic (in shares)	125,498	122,923
Diluted (in shares)	127,734	126,026
Subscription
Revenues:
Total net revenues	$ 463,637	$ 342,129
Product and license
Revenues:
Total net revenues	33,297	44,235
Cost of net revenues:
Cost of net revenues	17,527	21,715
Support and services
Revenues:
Total net revenues	328,404	389,402
Cost of subscription, support and services
Cost of net revenues:
Cost of net revenues	$ 107,026	$ 110,745

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 60,232	$ 90,048
Available for sale securities:
Change in net unrealized (losses) gains	(3)	20
Less: reclassification adjustment for net gains included in net income	0	0
Net change (net of tax effect)	(3)	20
Gain on pension liability	0	1,050
Cash flow hedges:
Change in unrealized losses	(1,028)	(863)
Less: reclassification adjustment for net losses (gains) included in net income	386	(1,943)
Amount of Loss Recognized in Other Comprehensive Loss	(642)	(2,806)
Other comprehensive loss	(645)	(1,736)
Comprehensive income	$ 59,587	$ 88,312

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating Activities
Net income	$ 60,232	$ 90,048
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other	85,755	70,206
Stock-based compensation expense	79,408	86,862
Deferred income tax (benefit) expense	(5,510)	6,929
Effects of exchange rate changes on monetary assets and liabilities denominated in foreign currencies	6,803	10,771
Other non-cash items	15,124	(13,118)
Total adjustments to reconcile net income to net cash provided by operating activities	181,580	161,650
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable	274,586	302,824
Inventories	(4,047)	(1,357)
Prepaid expenses and other current assets	(3,255)	(18,416)
Other assets	(21,248)	(27,533)
Income taxes, net	(771)	(38,020)
Accounts payable	(29,860)	24,856
Accrued expenses and other current liabilities	(82,915)	(190,809)
Deferred revenues	(99,512)	(92,145)
Other liabilities	119	1,758
Total changes in operating assets and liabilities, net of the effects of acquisitions	33,097	(38,842)
Net cash provided by operating activities	274,909	212,856
Investing Activities
Purchases of available-for-sale investments	(2,034)	(2,561)
Proceeds from maturities of available-for-sale investments	5,669	108,761
Purchases of property and equipment	(18,839)	(23,894)
Cash paid for acquisitions, net of cash acquired	0	(2,022,618)
Cash paid for licensing agreements, patents and technology	(2,659)	(2,065)
Other	514	776
Net cash used in investing activities	(17,349)	(1,941,601)
Financing Activities
Proceeds from issuance of common stock under stock-based compensation plan	1,143	0
Proceeds from term loan credit agreement, net of issuance costs	0	997,947
Proceeds from senior notes, net of issuance costs	0	741,393
Repayment of acquired debt	0	(190,000)
Cash paid for tax withholding on vested stock awards	(43,688)	(42,303)
Cash paid for dividends	0	(45,522)
Other	0	(5,438)
Net cash (used in) provided by financing activities	(42,545)	1,456,077
Effect of exchange rate changes on cash and cash equivalents	(2,318)	(2,484)
Change in cash and cash equivalents	212,697	(275,152)
Cash and cash equivalents at beginning of period	513,993	752,895
Cash and cash equivalents at end of period	$ 726,690	$ 477,743

XML

BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Citrix Systems, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. All adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown, are of a normal recurring nature and have been reflected in the condensed consolidated financial statements and accompanying notes. The results of operations for the periods presented are not necessarily indicative of the results expected for the full year or for any future period partially because of the seasonality of the Company’s business. Historically, the Company’s revenue for the fourth quarter of any year is typically higher than the revenue for the first quarter of the subsequent year. The information included in these condensed consolidated financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this report and the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The condensed 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.

The Company's revenues are derived from sales of its Workspace solutions, App Delivery and Security products and related Support and services. The Company operates under one reportable segment. See Note 10 for more information on the Company's segment.

Pending Merger

On January 31, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Picard Parent, Inc. (“Parent”), Picard Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”) and, for certain limited purposes detailed in the Merger Agreement, TIBCO Software, Inc. (“TIBCO”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Parent and Merger Sub were formed by affiliates of Vista Equity Partners (“Vista”). Vista is partnering with Evergreen Coast Capital Corp. (“Evergreen”), an affiliate of Elliott Investment Management L.P. (“Elliott”), to acquire all of the Company’s outstanding shares of common stock (the “Company Common Stock”) for $104.00 per share in cash. At a Special Meeting of Stockholders held on April 21, 2022, the Company's stockholders approved the Merger Agreement. The Merger is expected to close mid-year 2022, subject to customary closing conditions, including receipt of regulatory approvals. See Note 18 for more information on the proposed merger transaction.

XML

SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

Business Combinations

In October 2021, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update on business combinations. The new guidance requires companies to apply revenue guidance under Accounting Standards Codification Topic 606 to recognize and measure contract assets and contract liabilities acquired in a business combination on the acquisition date. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. The update will be effective for the Company beginning in the first quarter of 2023, though early adoption is permitted. The Company is currently evaluating the timing of adoption and impact of this new standard.

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 condensed consolidated financial statements and accompanying notes. Significant estimates made by management include estimation for reserves for legal contingencies, the standalone selling price of certain performance obligations related to revenue recognition, the provision for credit losses related to accounts receivable, contract assets, and available-for-sale debt securities, 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 and measurement of expense related to performance stock units, the assumptions used in the discounted cash flows to mark certain of its investments to market, the valuation of the Company’s goodwill, valuation of acquired intangible assets and liabilities, net realizable value of product related and other intangible assets, the provision for income taxes, valuation allowance for deferred tax assets, uncertain tax positions, and the amortization and depreciation periods for contract acquisition costs, intangible and long-lived assets. While the Company believes that such estimates are fair when considered in conjunction with the condensed consolidated financial position and results of operations taken as a whole, the actual amounts of such items, when known, will vary from these estimates.

Available-for-sale Investments

Short-term and long-term available-for-sale investments in debt securities as of March 31, 2022 and December 31, 2021 primarily consist of corporate securities. Investments classified as available-for-sale debt securities are stated at fair value, with unrealized gains and losses, net of taxes, reported in Accumulated other comprehensive loss in the accompanying condensed consolidated balance sheets. 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 unrealized changes in the fair value of its available-for-sale debt securities in income unless a security is deemed to be impaired.

The allowance for credit losses on the Company's investments in available-for-sale debt securities is determined using a quantitative discounted cash flow analysis if impairment triggers exist after a qualitative screen is completed. Impairment on available-for-sale debt securities is determined on an individual security basis and the security is subject to impairment when its fair value declines below its amortized cost basis. If the fair value is less than the amortized cost basis, management must then determine whether it intends to sell the security or whether it is more likely than not that it will be required to sell the security before it recovers its value. If management intends to sell the security or will more-likely-than-not be required to sell the impaired security before it recovers its value, a credit loss is recorded to Other (expense) income, net in the accompanying condensed consolidated statements of income. If management does not intend to sell the security, nor will it more-likely-than-not be required to sell the security before the security recovers its value, management must then determine whether the loss is due to credit loss or other factors. For impairment indicators due to credit loss factors, management establishes an allowance for credit losses with a charge to Other (expense) income, net. For impairment indicators due to other factors, management records the loss with a charge to Accumulated other comprehensive loss in the accompanying condensed consolidated balance sheets.

See Note 7 for additional information regarding the Company’s investments.

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 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. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

•Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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. 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. See Note 7 for additional information regarding the Company’s fair value measurements.Foreign CurrencyThe 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. The remeasurement of those foreign currency transactions is included in determining net income or loss for the period of exchange.

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 condensed consolidated financial statements using a fair value method. The Company accounts for forfeitures as they occur. See Note 8 for further information regarding the Company’s stock-based compensation plans.

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REVENUE

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

REVENUE

REVENUE

The following is a description of the principal activities from which the Company generates revenue.

Subscription

Subscription revenues primarily consist of cloud-hosted offerings, which provide customers a right to access one or more of the Company’s cloud-hosted subscription offerings, with routine customer support, as well as revenues from the Citrix Service Provider (“CSP”) program, on-premise subscription software licenses, and hybrid subscription offerings. The CSP program provides subscription-based services in which the CSP partners host software services to their end users.

Product and license

Product and license revenues are primarily derived from App Delivery and Security products.

Support and services

Support and services revenues include license updates, maintenance and professional services which are primarily related to the Company's perpetual offerings. License updates and maintenance revenues are primarily comprised of software and hardware maintenance, when and if-available updates and technical support. Services revenues are comprised of fees from consulting services primarily related to the implementation of the Company’s products and fees from product training and certification.

The Company’s typical performance obligations include the following:

Performance Obligation	When Performance Obligation is Typically Satisfied
Subscription
Cloud-hosted offerings	Over the contract term, beginning on the date that service is made available to the customer (over time)
CSP	As the usage occurs (over time)
On-premise subscription software licenses	When software activation keys have been made available for download (point in time)
On-premise subscription license updates and maintenance	Ratably over the course of the service term (over time)
Product and license
Perpetual software licenses	When software activation keys have been made available for download (point in time)
Hardware	When control of the product passes to the customer; typically upon shipment (point in time)
Support and services
License updates and maintenance for perpetual software licenses	Ratably over the course of the service term (over time)
Professional services	As the services are provided (over time)

Significant Judgments

The Company generates all of its revenues from contracts with customers. At contract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with a customer to identify each performance obligation within the contract, and then evaluates whether the performance obligations are capable of being distinct and distinct within the context of the contract. Solutions and services that are not both capable of being distinct and distinct within the context of the contract are combined and treated as a single performance obligation in determining the allocation and recognition of revenue.

The standalone selling price is the price at which the Company would sell a promised product or service separately to the customer. For the majority of the Company's software licenses and hardware, CSP and on-premise subscription software licenses, the Company uses the observable price in transactions with multiple performance obligations. For the majority of the Company’s support and services, and cloud-hosted subscription offerings, the Company uses the observable price when the Company sells that support and service and cloud-hosted subscription separately to similar customers. If the standalone selling price for a performance obligation is not directly observable, the Company estimates it. The Company estimates the standalone selling price by taking into consideration market conditions, economics of the offering and customers’ behavior. The Company maximizes the use of observable inputs and applies estimation methods consistently in similar circumstances. The Company allocates the transaction price to each distinct performance obligation on a relative standalone selling price basis.

Revenues are recognized when control of the promised products or services are transferred to customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those products or services.

Sales tax

The Company records revenue net of sales tax.

Timing of revenue recognition

	Three Months Ended March 31,
	2022		2021
	(In thousands)
Products and services transferred at a point in time	$	123,404	$	141,799
Products and services transferred over time	701,934		633,967
Total net revenues	$	825,338	$	775,766

Contract balances

The Company's short-term and long-term contract assets, net of allowance for credit losses, were $44.7 million and $43.9 million, respectively, as of March 31, 2022, and $46.6 million and $40.5 million, respectively, as of December 31, 2021, and are included in Prepaid expenses and other current assets and Other assets, respectively, in the accompanying condensed consolidated balance sheets. The Current portion of deferred revenues and the Long-term portion of deferred revenues were $1.62 billion and $315.2 million, respectively, as of March 31, 2022 and $1.71 billion and $329.5 million, respectively, as of December 31, 2021. The difference in the opening and closing balances of the Company’s contract assets and liabilities primarily results from the timing difference between the Company’s performance, and the Company's right to consideration or the customer’s payment. During the three months ended March 31, 2022, the Company recognized $595.8 million of revenue that was included in the deferred revenue balance as of December 31, 2021.

The Company performs its obligations under a contract with a customer by transferring solutions and services in exchange for consideration from the customer. Accounts receivable are recorded when the right to consideration becomes unconditional. The timing of the Company’s performance differs from the timing of the Company's right to consideration or the customer’s payment, which results in the recognition of a contract asset or a contract liability. The Company recognizes a contract asset when the Company transfers products or services to a customer and the right to consideration is conditional on something other than the passage of time. The Company recognizes a contract liability when it has received consideration or an amount of consideration is due from the customer and the Company has a future obligation to transfer products or services. The Company had no material asset impairment charges related to contract assets for either the three months ended March 31, 2022 and 2021, respectively. 

For the Company’s perpetual offerings, the timing of payment is typically upfront. Therefore, deferred revenue is created when a contract includes performance obligations such as license updates and maintenance or certain professional services that are satisfied over time. For subscription contracts, the timing of payment is typically in advance of services, and deferred revenue is amortized as these services are provided over time.

For contracts that have an original duration of one year or less, the Company applies a practical expedient to determine whether a significant financing component exists and does not consider the effects of the time value of money. For multi-year contracts, the Company bills annually.

Transaction price allocated to the remaining performance obligations

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period (in thousands):

	<1-3 years		3-5 years		5 years or more		Total
Subscription	$	2,049,561	$	88,997	$	1,167	$	2,139,725
Support and services	1,099,795		22,062		604		1,122,461
Total net revenues	$	3,149,356	$	111,059	$	1,771	$	3,262,186

Contract acquisition costs

The Company is required to capitalize certain contract acquisition costs consisting primarily of commissions paid and related payroll taxes when contracts are signed. The asset recognized from capitalized incremental and recoverable acquisition costs is amortized over the expected period of benefit on a basis consistent with the pattern of transfer of the products or services to which the asset relates. The Company elects to apply a practical expedient to expense contract acquisition costs as incurred where the pattern of transfer is one year or less.

The Company’s typical contracts include performance obligations related to subscription, product and licenses, and support and services. Contract acquisition costs are allocated to performance obligations using a portfolio approach. The Company assesses its sales compensation plans at least annually to evaluate whether contract acquisition costs for renewals and extensions are commensurate with those related to initial contracts. If concluded to be commensurate, the contract acquisition costs are amortized over the contractual term on a basis consistent with the pattern of transfer of the products or services to which the asset relates. If concluded not to be commensurate, the contract acquisition costs are amortized over the greater of the contractual term or estimated customer life on a basis consistent with the pattern of transfer of the products or services to which the asset relates. The Company estimates an average customer life of three years to five years, which it believes is appropriate based on consideration of the historical average customer life and the estimated useful life of the underlying product and license sold as part of the transaction.

For the three months ended March 31, 2022 and 2021, the Company recorded amortization of capitalized contract acquisition costs of $21.7 million and $18.3 million, respectively, which is recorded in Sales, marketing and services expense in the accompanying condensed consolidated statements of income. The Company's short-term and long-term contract acquisition costs were $81.8 million and $144.6 million, respectively, as of March 31, 2022, and $82.4 million and $144.2 million, respectively, as of December 31, 2021, and are included in Prepaid expenses and other current assets and Other assets, respectively, in the accompanying condensed consolidated balance sheets. There were no impairment losses in relation to costs capitalized during the three months ended March 31, 2022 and 2021, respectively.

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

EARNINGS PER SHARE

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 exercise or settlement of stock awards and shares issuable under the employee stock purchase plan (calculated using the treasury stock method) during the period they were outstanding.

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share information):

	Three Months Ended
	March 31,
	2022		2021
Numerator:
Net income	$	60,232	$	90,048
Denominator:
Denominator for basic earnings per share - weighted-average shares outstanding	125,498		122,923
Effect of dilutive employee stock awards	2,236		3,103
Denominator for diluted earnings per share - weighted-average shares outstanding	127,734		126,026
Basic earnings per share	$	0.48	$	0.73
Diluted earnings per share	$	0.47	$	0.71

For the three months ended March 31, 2022, anti-dilutive stock-based awards excluded from the calculations of diluted earnings per share were 1.2 million shares. For the three months ended March 31, 2021, stock-based awards excluded from the calculations of diluted earnings per share were not material.

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CREDIT LOSSES

3 Months Ended

Mar. 31, 2022

Credit Loss [Abstract]

CREDIT LOSSES

CREDIT LOSSESThe Company is exposed to credit losses primarily through its accounts receivable, investments in available-for-sale debt securities, and contract assets. See Note 3 for additional information related to the Company's contract assets.

Accounts receivable, net

The Company's accounts receivable consist of the following (in thousands):

	March 31, 2022
Accounts receivable, gross	$	642,878
Less: allowance for returns	(12,494)
Less: allowance for credit losses	(27,844)
Accounts receivable, net	$	602,540

The allowance for credit losses on accounts receivable is determined using a combination of specific reserves for accounts that are deemed to exhibit credit loss indicators and general reserves that are judgmentally determined using loss rates based on historical write-offs by geography and customer accounts subject to credit check versus non-credit check status and consideration of recent forecasted information, including underlying economic expectations. The credit loss reserves are updated quarterly for most recent write-offs and collections information and underlying economic expectations. The Company will compare its current estimate of expected credit losses with the estimate of credit losses from the prior period and will report in net income the amount necessary to adjust the allowance for current expected credit losses. Credit loss expense is included within General and administrative expenses in the accompanying condensed consolidated statements of income.

The activity in the Company's allowance for credit losses for the three months ended March 31, 2022 is summarized as follows (in thousands):

	Total
Balance of allowance for credit losses at January 1, 2022	$	20,737
Current period provision (reversal) for expected losses	7,741
Write-offs charged against allowance	(634)
Balance of allowance for credit losses at March 31, 2022	$	27,844

As of March 31, 2022, one distributor accounted for 14% of the Company's total gross accounts receivable.

Available-for-sale Investments

The Company did not have any credit loss expense recorded related to available-for-sale debt securities for the three months ended March 31, 2022 and 2021, respectively.

The Company has available-for-sale debt securities that have fair values below amortized cost; however, the Company does not consider a credit allowance necessary as (i) the Company does not intend to sell the securities, (ii) it is not more-likely-than-not that the Company will be required to sell the investments before recovery of the amortized cost basis, and (iii) the unrealized losses are due to market factors rather than credit loss factors. See Note 7 for more information on available-for-sale debt securities.

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ACQUISITIONS

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

ACQUISITIONS

2021 Business Combination

On February 26, 2021 (the “Closing Date”), the Company completed the acquisition of Wrangler Topco, LLC (“Wrangler”), the parent entity of Wrike, Inc. (“Wrike”), a leader in the SaaS collaborative work management space, for approximately $2.07 billion (the “Purchase Consideration”). The Purchase Consideration consisted of a base purchase price of $2.25 billion and was subject to certain adjustments as provided for under the related Agreement and Plan of Merger dated January 16, 2021 (the “Wrike Agreement”). The addition of Wrike’s cloud-delivered capabilities was intended to expand the Company's collaborative work management capabilities. Under the Wrike Agreement, the Company acquired all of the issued and outstanding equity securities of Wrangler.

Under the terms of the Wrike Agreement, certain unvested stock options held by Wrike employees were assumed by the Company and converted into options to purchase 526,113 shares of the Company's common stock that were valued at $54.3 million using the Black-Scholes option-pricing model. The portion of the fair value of the assumed stock options associated with pre-combination service of Wrike employees was valued at $28.9 million and represented a component of the Purchase Consideration. The remaining fair value of $25.4 million is being recognized as post-combination stock-based compensation expense over the service period. See Note 8 for detailed information on the assumed stock options.

The Company incurred $20.1 million of expenses related to the Wrike acquisition, of which $0.3 million and $15.5 million were expensed during the three months ended March 31, 2022 and 2021, respectively, and are included in General and administrative expense in the accompanying condensed consolidated statements of income. In February 2021, the Company entered into a three-year term loan credit agreement providing for a $1.00 billion senior unsecured term loan (the “2021 Term Loan”) and issued $750.0 million of unsecured senior notes due March 1, 2026 (the “2026 Notes”). The proceeds of the 2021 Term Loan and the 2026 Notes were used (i) to fund a portion of the purchase price of the acquisition and (ii) to pay fees and expenses incurred in connection with the acquisition. The Company incurred $9.1 million of issuance costs that were netted against Long-term debt in the accompanying condensed consolidated balance sheets. See Note 11 for detailed information on the debt financing.

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INVESTMENTS AND FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

INVESTMENTS AND FAIR VALUE MEASUREMENTS

INVESTMENTS AND FAIR VALUE MEASUREMENTS

Investments

Available-for-sale Investments

The Company's short-term available-for-sale debt investments are measured to fair value on a recurring basis. Unrealized gains and losses related to the Company’s short-term investments are recorded in Other comprehensive loss and are generally due to interest rate fluctuations. The securities that are in an unrealized loss position are reviewed on an individual basis in order to evaluate if all or a portion of the unrealized loss is a result of a credit loss. For impairment indicators due to credit loss factors, the Company establishes an allowance for credit losses with a charge to current period net income. See Note 5 for additional information regarding the credit losses for available-for-sale investments. As of March 31, 2022 and December 31, 2021, unrealized gains and losses from the Company’s available-for-sale investments were not material and the amortized cost approximated their fair value. For the three months ended March 31, 2022 and 2021, realized gains and losses on available-for-sale investments were not material.

The average remaining maturities of the Company’s short-term and long-term available-for-sale investments at March 31, 2022 were approximately six months and two years, respectively.

For the three months ended March 31, 2022 and 2021, the Company did not receive any proceeds from the sales of available-for-sale investments.

Equity Securities Accounted for at Net Asset Value

The Company held equity interests in certain private equity funds of $19.9 million and $21.5 million as of March 31, 2022 and December 31, 2021, respectively, which are accounted for under the net asset value practical expedient. These investments are included in Other assets in the accompanying condensed consolidated balance sheets. The net asset value of these investments is determined using quarterly capital statements from the funds, which are based on the Company’s contributions to the funds, allocation of profit and loss and changes in fair value of the underlying fund investments. These private equity funds focus on making venture capital investments, principally by investing in equity securities of early and late stage privately-held corporations. The funds’ general partner shall determine the amount, timing and form (whether cash or in kind) of all distributions made by the funds. The Company may only transfer its investments in private equity fund interests subject to the general partner’s written consent and cannot trade its fund interests in established securities markets, secondary markets or equivalents thereof. The Company had no unfunded commitments as of March 31, 2022.

Equity Securities without Readily Determinable Fair Values

The Company held direct investments in privately-held companies of $24.3 million and $24.4 million as of March 31, 2022 and December 31, 2021, respectively, which are accounted for at cost, less impairment plus or minus adjustments resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. These investments are included in Other assets in the accompanying condensed consolidated balance sheets. The Company periodically reviews these investments for impairment and observable price changes on a quarterly basis and adjusts the carrying value accordingly.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	As of March 31, 2022		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	$	614,758	$	614,758	$	—	$	—
Money market funds	76,878		76,878		—		—
Corporate securities	16,978		—		16,978		—
Government securities	18,076		—		18,076		—
Available-for-sale securities:
Corporate securities	24,302		—		23,802		500
Prepaid expenses and other current assets:
Foreign currency derivatives	4,978		—		4,978		—
Total assets	$	755,970	$	691,636	$	63,834	$	500
Accrued expenses and other current liabilities:
Foreign currency derivatives	1,741		—		1,741		—
Total liabilities	$	1,741	$	—	$	1,741	$	—

	As of December 31, 2021		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	$	425,650	$	425,650	$	—	$	—
Money market funds	70,893		70,893		—		—
Corporate securities	17,450		—		17,450		—
Available-for-sale securities:
Corporate securities	27,940		—		27,440		500
Prepaid expenses and other current assets:
Foreign currency derivatives	741		—		741		—
Total assets	$	542,674	$	496,543	$	45,631	$	500
Accrued expenses and other current liabilities:
Foreign currency derivatives	1,531		—		1,531		—
Total liabilities	$	1,531	$	—	$	1,531	$	—

The Company’s investment policy is designed to limit exposure to any one issuer depending on credit quality. 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 the majority 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). See Note 12 for further information regarding the Company's derivatives.

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.

As of March 31, 2022, the fair values of the $750.0 million unsecured senior notes due March 1, 2030 (the “2030 Notes”), $750.0 million unsecured senior notes due December 1, 2027 (the “2027 Notes”), and $750.0 million 2026 Notes were 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 quarter ended March 31, 2022, the carrying value was as follows (in thousands):

	Fair Value		Carrying Value
2030 Notes	$	744,210	$	740,582
2027 Notes	$	769,485	$	744,930
2026 Notes	$	727,965	$	743,298

The Company also has variable debt instruments indexed to 1-Month LIBOR that resets monthly and the fair values of these instruments approximate the carrying value as of March 31, 2022. See Note 11 for more information on the Company's debt instruments.

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STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

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 March 31, 2022, the Company had three stock-based compensation plans with shares available for grant.

The Company is currently granting stock-based awards from its Second Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”), which was amended at the Company's Annual Meeting of Stockholders on June 3, 2020. Pursuant to the June 2020 amendment, the maximum number of shares of common stock available for issuance under the 2014 Plan was increased to 51,300,000. In addition, the amendment extended the term of the 2014 Plan to June 3, 2030 and updated the vesting provisions from monthly to annual vesting for annual director awards, consistent with the Company's current compensation program for non-employee directors. As of March 31, 2022, there were 14,645,049 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 10,923,231 shares of common stock.

In connection with the Wrike acquisition, on February 26, 2021, the Company's Board of Directors adopted the 2021 Inducement Plan (the “2021 Inducement Plan”). The 2021 Inducement Plan provides for the grant of equity awards to induce highly-qualified prospective officers and employees to accept employment and to provide them with a proprietary interest in the Company. The Company is authorized to issue 320,000 shares of common stock for inducement awards under the 2021 Inducement Plan. As of March 31, 2022, there were 205,023 shares of common stock reserved for issuance pursuant to the 2021 Inducement Plan, including authorization under the 2021 Inducement Plan to grant stock-based awards covering 48,322 shares of common stock.

Effective February 26, 2021, the Company assumed the Wrangler Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan (the “Wrangler Plan”) and the Wrike, Inc. Amended and Restated 2013 Stock Plan (the “Wrike Plan”). As of March 31, 2022, there were 673,160 shares of the Company’s common stock reserved and authorized for issuance under the terms of the Wrangler Plan, including authorization under the Wrangler Plan to grant stock-based awards covering 288,687 shares of common stock. As of March 31, 2022, there were 131,091 shares of the Company's common stock reserved and authorized for issuance under the terms of the Wrike Plan. All of the Wrike Plan awards are currently outstanding with no new shares available for issuance.

Stock-Based Compensation

The detail of the total stock-based compensation recognized by income statement classification is as follows (in thousands):

	Three Months Ended March 31,
Income Statement Classifications	2022		2021
Cost of subscription, support and services	$	3,540	$	4,406
Research and development	33,528		31,127
Sales, marketing and services	22,764		28,342
General and administrative	19,576		22,987
Total	$	79,408	$	86,862

Non-vested Stock Units

Service-Based Stock Units

The Company awards senior level employees and certain other employees non-vested stock units granted under the 2014 Plan that vest based on service. These non-vested stock unit awards primarily vest 33.33% on each of the first, second and third anniversary subsequent to the grant date of the award. 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, which represent the right to receive one share of the Company's common stock upon vesting. Awards granted to non-employee directors vest in full in one installment on the earlier of: (i) the first anniversary of the award date; or (ii) the day immediately prior to the Company’s next annual meeting of stockholders following the award date.

Unrecognized Compensation Related to Stock Units

As of March 31, 2022, the total number of non-vested stock units outstanding, including company performance awards and service-based awards was 3,960,195. As of March 31, 2022, there was $309.2 million of total unrecognized compensation cost related to non-vested stock units. The unrecognized cost of the awards legally granted through March 31, 2022 is expected to be recognized over a weighted-average period of 1.41 years.

Company Performance Stock Units

The Company recorded stock-based compensation costs related to its company performance stock units of $12.0 million and $13.2 million for the three months ended March 31, 2022 and 2021 respectively

Assumed stock options

In connection with the acquisition of Wrike, the Company assumed 526,113 outstanding stock options which expire ten years from the date of grant and which were valued using the Black-Scholes option-pricing model. Of these assumed awards, 180,003 options continued with the same monthly vesting conditions under which they were originally granted. The majority of the remaining assumed options were reset to primarily cliff vest on December 31, 2021 or annually over two years.

The estimated weighted-average grant date fair value for the assumed stock options was $103.22 per share and total fair value of $54.3 million. For the three months ended March 31, 2022 and 2021, the Company recorded stock-based compensation costs related to unvested assumed stock options of $2.5 million and $2.0 million, respectively. As of March 31, 2022, there was $6.8 million of total unrecognized compensation costs related to unvested assumed stock options to be recognized over a weighted-average period of 0.64 years. See Note 6 for detailed information on the Wrike acquisition.

Subsequent Event

On April 1, 2022, the Company awarded certain non-executive senior level employees and certain other employees, 581,341 non-vested stock units granted under the 2014 Plan that vest based on service and 23,165 non-vested stock units granted under the Wrangler Plan that also vest based on service. These non-vested stock unit awards vest 100% on the first anniversary of the grant date of the award, subject to continued employment through such date.

The April 1, 2022 awards were accounted for as stock-settled debt as of March 31, 2022 as the dollar value of the awards was approved before the grant date and constitutes a fixed dollar value of awards that will be settled in a variable number of non-vested stock units on their respective grant dates. Total unrecognized cost related to these awards as of March 31, 2022 was $59.9 million.

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GOODWILL AND OTHER INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

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. The Company performed a qualitative assessment in connection with its annual goodwill impairment test in the fourth quarter of 2021. 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 test analysis completed during the fourth quarter of 2021.

The following table presents the change in goodwill during the three months ended March 31, 2022 (in thousands):

	Balance at January 1, 2022		Additions		Other			Balance at March 31, 2022
Goodwill	$	3,400,792	$	—	$	3,422	(1)	$	3,404,214

(1) Amount relates to adjustments to the purchase price allocation associated with 2021 acquisition.

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 two to seven years, except for patents, which are amortized over the lesser of their remaining life or seven to ten years.

Intangible assets consist of the following (in thousands):

	March 31, 2022				December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Product related intangible assets	$	1,051,764	$	721,533	$	1,049,406	$	704,190
Other	664,791		268,935		664,791		249,714
Total	$	1,716,555	$	990,468	$	1,714,197	$	953,904

Amortization of product related intangible assets, which consists primarily of product related technologies and patents, was $17.3 million and $11.0 million for the three months ended March 31, 2022 and 2021, respectively, and is classified as a component of Cost of net revenues in the accompanying condensed consolidated statements of income. Amortization of other intangible assets, which consist primarily of customer relationships, trade names and backlog was $19.2 million and $7.5 million for the three months ended March 31, 2022 and 2021, respectively, and is classified as a component of Operating expenses in the accompanying condensed consolidated statements of income.

The Company monitors its intangible assets for indicators of impairment. If the Company determines impairment has occurred, it will write-down the intangible asset to its fair value. 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.

Estimated future amortization expense of intangible assets with finite lives as of March 31, 2022 is as follows (in thousands): 

Year ending December 31,
2022 (remaining nine months)	$	110,890
2023	138,997
2024	131,135
2025	128,650
2026	127,079
Thereafter	89,336
Total	$	726,087

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SEGMENT INFORMATION

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION Citrix 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.Revenues by Product Grouping

Revenues by product grouping were as follows (in thousands):

	Three Months Ended
	March 31,
	2022		2021
Net revenues:
Workspace (1)	$	634,558	$	580,962
App Delivery and Security (2)	169,486		169,987
Professional services (3)	21,294		24,817
Total net revenues	$	825,338	$	775,766

(1)Workspace revenues are primarily comprised of sales from the Company’s application virtualization solutions, which include Citrix Workspace, Citrix Virtual Apps and Desktops, Citrix Content Collaboration, and Collaborative Work Management.

(2)App Delivery and Security revenues primarily include Citrix ADC.

(3)Professional services revenues are comprised of revenues from consulting services primarily related to the Company's perpetual offerings and product training and certification services.

Revenues by Geographic LocationThe following table presents revenues by geographic location, for the following periods (in thousands):

	Three Months Ended
	March 31,
	2022		2021
Net revenues:
Americas	$	463,225	$	426,683
EMEA	287,459		277,799
APJ	74,654		71,284
Total net revenues	$	825,338	$	775,766

Subscription Revenue

The Company's subscription revenue relates to fees for SaaS, which are generally recognized ratably over the contractual term and non-SaaS, which are generally recognized at a point in time, other than the related support which is recognized over the contractual term. SaaS primarily consists of subscriptions delivered via a cloud-hosted service whereby the customer does not take possession of the software and hybrid subscription offerings and the related support. Non-SaaS consists primarily of on-premise licensing, hybrid subscription offerings, CSP services and the related support. The Company's hybrid subscription offerings are allocated between SaaS and non-SaaS. The following table presents subscription revenues by SaaS and non-SaaS components, for the following periods (in thousands):

	Three Months Ended
	March 31,
	2022		2021
Subscription:
SaaS	$	271,507	$	171,081
Non-SaaS	192,130		171,048
Total Subscription revenue	$	463,637	$	342,129

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DEBT

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

DEBT

DEBT

The components of the Company's debt were as follows (in thousands):

	March 31, 2022		December 31, 2021
2021 Term Loan Credit Agreement	$	1,000,000	$	1,000,000
Term Loan Credit Agreement	100,000		100,000
2026 Notes	750,000		750,000
2027 Notes	750,000		750,000
2030 Notes	750,000		750,000
Total face value	3,350,000		3,350,000
Less: unamortized discount	(6,035)		(6,276)
Less: unamortized issuance costs	(16,511)		(17,397)
Total debt	$	3,327,454	$	3,326,327

2021 Term Loan Credit Agreement

On February 5, 2021, the Company entered into a term loan credit agreement (the “2021 Term Loan Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto from time to time (collectively, the “2021 Lenders”). The 2021 Term Loan Credit Agreement provided the Company with a facility to borrow a term loan on an unsecured basis in an aggregate principal amount of up to $1.00 billion (the “2021 Term Loan”). The Company borrowed $1.00 billion on February 26, 2021 under the 2021 Term Loan, and the loan matures on February 26, 2024. The proceeds of borrowings under the 2021 Term Loan Credit Agreement were used to finance a portion of the purchase price for the Wrike acquisition. See Note 6 for detailed information on the Wrike acquisition.

Borrowings under the 2021 Term Loan Credit Agreement bear interest at a rate equal to (a) either (i) a customary LIBOR formula or, upon a phase-out of LIBOR, an alternative benchmark rate as provided in the 2021 Term Loan Credit Agreement, or (ii) a customary base rate formula, plus (b) the applicable margin with respect thereto, which initially was determined based on the Company’s consolidated leverage ratio. The Company made an election to base the applicable margin on the Company’s non-credit enhanced, senior unsecured long-term debt rating as determined by Moody’s Investors Service, Inc., Standard & Poor’s Financial Services, LLC and Fitch Ratings Inc., in each case as set forth in the 2021 Term Loan Credit Agreement effective in the third quarter of 2021.

The 2021 Term Loan Credit Agreement includes a covenant limiting the Company’s consolidated leverage ratio to not more than 4.0:1.0, subject to a mandatory step-down after the fiscal quarter ending March 31, 2022 to 3.75:1.0, and further subject to, upon the occurrence of a qualified acquisition in any quarter on or after the fiscal quarter ending March 31, 2022, if so elected by the Company, a step-up to 4.25:1.0 for the four fiscal quarters following such qualified acquisition. The 2021 Term Loan Credit Agreement also includes a covenant limiting the Company’s consolidated interest coverage ratio to not less than 3.0:1.0. The 2021 Term Loan 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 of the Company and bankruptcy-related defaults. The 2021 Lenders are entitled to accelerate repayment of the loans under the 2021 Term Loan Credit Agreement upon the occurrence of any of the events of default. In addition, the 2021 Term Loan Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company to grant liens, merge or consolidate, dispose of all or substantially all of its assets, change its business and incur subsidiary indebtedness, in each case subject to customary exceptions. The 2021 Term Loan Credit Agreement also contains representations and warranties customary for an unsecured financing of this type. The Company was in compliance with these covenants as of March 31, 2022.

Certain 2021 Lenders and/or their affiliates have provided and may continue to provide commercial banking, investment management and other services to the Company, its affiliates and employees, for which they receive customary fees and commissions.

Term Loan Credit Agreement

On January 21, 2020, the Company entered into a term loan credit agreement with Bank of America, N.A., as administrative agent, and other lenders party thereto from time to time (the “Term Loan Credit Agreement”) that provides the Company with facilities to borrow term loans on an unsecured basis in an aggregate principal amount of up to $1.00 billion, consisting of (i) a $500.0 million 364-day term loan facility (the “364-day Term Loan”), and (ii) a $500.0 million 3-year term loan (the “3-year Term Loan”), in each case in a single borrowing, subject to satisfaction of certain conditions set forth in the

Term Loan Credit Agreement. On January 30, 2020, the Company borrowed $1.00 billion under the term loans and used the proceeds to enter into accelerated share repurchase transactions for an aggregate of $1.00 billion.

Borrowings under the Term Loan Credit Agreement bear interest at a rate equal to (a) either (i) LIBOR or, upon a phase-out of LIBOR, an alternative benchmark rate as provided in the Term Loan Credit Agreement, or (ii) a customary base rate formula, plus (b) the applicable margin with respect thereto, which initially was determined based on the Company’s consolidated leverage ratio. The Company made an election to base the applicable margin on the Company’s non-credit enhanced, senior unsecured long-term debt rating as set forth in the Term Loan Credit Agreement effective in the second quarter of 2021.

On February 5, 2021, the Company entered into the first amendment to the Term Loan Credit Agreement, which amends, among other things, the covenant limiting the Company’s consolidated leverage ratio. After giving effect to the amendment, the covenant limiting the Company’s consolidated leverage ratio will be consistent with the covenant limiting the Company’s consolidated leverage ratio in the 2021 Term Loan Credit Agreement, and will be limited to not more than 4.0:1.0, subject to a mandatory step-down after the fiscal quarter ending March 31, 2022 under the 2021 Term Loan Credit Agreement (the “Leverage Ratio Step-Down”) to 3.75:1.0, and further subject to, upon the occurrence of a qualified acquisition in any quarter on or after the fifth fiscal quarter ending after the Leverage Ratio Step-Down, if so elected by the Company, a step-up to 4.25:1.0 for the four fiscal quarters following such qualified acquisition. The Company was in compliance with all covenants as of March 31, 2022.

Senior Notes

On February 18, 2021, the Company issued $750.0 million of unsecured senior notes due March 1, 2026. The 2026 Notes accrue interest at a rate of 1.250% per annum. Interest on the 2026 Notes is due semi-annually on March 1 and September 1 of each year, beginning on September 1, 2021. The net proceeds from this offering were $741.4 million, after deducting the underwriting discount and offering expenses payable by the Company. Net proceeds from this offering were used to fund a portion of the purchase price for the Wrike acquisition. The 2026 Notes will mature on March 1, 2026, unless earlier redeemed in accordance with their terms prior to such date.

On February 25, 2020, the Company issued $750.0 million of unsecured senior notes due March 1, 2030. The 2030 Notes accrue interest at a rate of 3.300% per annum. Interest on the 2030 Notes is due semi-annually on March 1 and September 1 of each year. The 2030 Notes will mature on March 1, 2030, unless earlier redeemed in accordance with their terms prior to such date.

On November 15, 2017, the Company issued $750.0 million of unsecured senior notes due December 1, 2027. 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. The 2027 Notes will mature on December 1, 2027, unless earlier redeemed in accordance with their terms prior to such date.

Each of the 2026 Notes, 2030 Notes and 2027 Notes are individually redeemable in whole or from time to time in part at the Company’s option, subject to a make-whole premium. In addition, upon the occurrence of certain change of control triggering events prior to maturity, holders of the notes may require the Company to repurchase the notes for cash at a repurchase price of 101% of the principal amount of the notes to be repurchased plus accrued and unpaid interest to, but excluding, the repurchase date.

Credit Facility

On November 26, 2019, the Company entered into an amended and restated credit agreement (the "Credit Agreement") with a group of financial institutions, which amends and restates the Company’s Credit Agreement, dated January 7, 2015. The Credit Agreement provides for a five-year unsecured revolving credit facility 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 a rate equal to (a) either (i) LIBOR or, upon a phase-out of LIBOR, an alternative benchmark rate as provided in the Credit Agreement, or (ii) a customary base rate formula, plus (b) the applicable margin with respect thereto, which initially was determined based on the Company’s consolidated leverage ratio. The Company made an election to base the applicable margin on the Company’s long-term debt rating as set forth in the Credit Agreement effective in the second quarter of 2021. In addition, the Company is required to pay a quarterly facility fee ranging from 0.11% 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 or long-term credit rating. As of March 31, 2022 and December 31, 2021, no amounts were outstanding under the credit facility.

On February 5, 2021, the Company entered into the first amendment to the Credit Agreement, which amends, among other things, the covenant limiting the Company’s consolidated leverage ratio. After giving effect to the amendment, the covenant limiting the Company’s consolidated leverage ratio will be consistent with the covenant limiting the Company’s consolidated leverage ratio in the 2021 Term Loan Credit Agreement, and will be limited to not more than 4.0:1.0, subject to a mandatory step-down after the fiscal quarter ending March 31, 2022 (or such earlier date as the Company may elect by written notice to Bank of America, N.A., in its capacity as administrative agent) under the 2021 Term Loan Credit Agreement (the “Leverage Ratio Step-Down”) to 3.75:1.0, and further subject to, upon the occurrence of a qualified acquisition in any quarter on or after the fifth fiscal quarter ending after the Leverage Ratio Step-Down, if so elected by the Company, a step-up to 4.25:1.0 for the four fiscal quarters following such qualified acquisition. The Company was in compliance with all covenants as of March 31, 2022.

Bridge Facility and Take-Out Facility Commitment Letter

On January 16, 2021, the Company entered into a bridge facility and take-out facility commitment letter (the “Commitment Letter”) pursuant to which JPMorgan Chase Bank, N.A. (1) committed to provide a senior unsecured 364-day term loan facility in an aggregate principal amount of $1.45 billion to finance the cash consideration for the Wrike acquisition in the event that the permanent debt financing was not available on or prior to the Closing Date and (2) agreed to use commercially reasonable efforts to assemble a syndicate of lenders to provide the necessary commitments for the senior term loan facility. The commitments under the Commitment Letter were permanently reduced to zero on February 18, 2021, as a result of (i) the effectiveness of the 2021 Term Loan Credit Agreement and (ii) the completion of the issuance of the 2026 Notes. In connection with the Commitment Letter, the Company incurred $5.4 million in issuance costs that were expensed in the first quarter of 2021 and are included in Interest expense in the accompanying condensed statements of income.

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DERIVATIVE FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

DERIVATIVE FINANCIAL INSTRUMENTS

Derivatives Designated as Hedging Instruments

As of March 31, 2022, 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 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 12 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. Derivative instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. Gains and losses on derivatives that are designated as cash flow hedges are initially reported as a component of Accumulated other comprehensive loss and are subsequently recognized in income when the hedged exposure is recognized in income. Gains and losses from changes in fair values of derivatives that are not designated as hedges are recognized in Other (expense) income, net.

The total cumulative unrealized loss on cash flow derivative instruments was $1.2 million as of March 31, 2022. The total cumulative unrealized loss on cash flow derivative instruments was $0.6 million as of December 31, 2021. Unrealized gains and losses on cash flow derivatives are included in Accumulated other comprehensive loss in the accompanying condensed consolidated balance sheets. The net unrealized loss as of March 31, 2022 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, the Company 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 (expense) income, net.

Fair Values of Derivative Instruments

	Asset Derivatives				Liability Derivatives
	(In thousands)
	March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021
Derivatives Designated as Hedging Instruments	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value
Foreign currency forward contracts	Prepaid expenses and other current assets	$400	Prepaid expenses and other current assets	$694	Accrued expenses and other current liabilities	$1,714	Accrued expenses and other current liabilities	$1,358
	Asset Derivatives				Liability Derivatives
	(In thousands)
	March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value
Foreign currency forward contracts	Prepaid expenses and other current assets	$4,578	Prepaid expenses and other current assets	$47	Accrued expenses and other current liabilities	$27	Accrued expenses and other current liabilities	$173

The Effect of Derivative Instruments on Financial Performance

	For the Three Months Ended March 31,
	(In thousands)
Derivatives in Cash Flow Hedging Relationships	Amount of Loss Recognized in Other Comprehensive Loss				Location of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Income	Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss
	2022		2021			2022		2021
Foreign currency forward contracts	$	(642)	$	(2,806)	Operating expenses	$	(386)	$	1,943

There was no material ineffectiveness in the Company’s foreign currency hedging program in the periods presented.

 

	For the Three Months Ended March 31,
	(In thousands)
Derivatives Not Designated as Hedging Instruments	Location of Gain Recognized in Income on Derivative	Amount of Gain Recognized in Income on Derivative
		2022		2021
Foreign currency forward contracts	Other (expense) income, net	$	5,365	$	13,096

Outstanding Foreign Currency Forward Contracts

As of March 31, 2022, the Company had the following net notional foreign currency forward contracts outstanding (in thousands):

Foreign Currency	Currency Denomination
Australian Dollar	AUD 12,700
British Pound Sterling	GBP 13,000
Canadian Dollar	CAD 3,450
Chinese Yuan Renminbi	CNY 19,000
Czech Koruna	CZK 17,300
Euro	EUR 6,636
Hong Kong Dollar	HKD 8,550
Indian Rupee	INR 337,000
Japanese Yen	JPY 1,234,000
Korean Won	KRW 357,000
Singapore Dollar	SGD 13,400
Swedish Krona	SEK 3,000
Swiss Franc	CHF 298,150

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INCOME TAXES

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

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 condensed consolidated financial statements. The Company maintains certain strategic management and operational activities in overseas subsidiaries and its foreign earnings are taxed at rates that are generally lower than in the United States.

The Company’s effective tax rate generally differs from the U.S. federal statutory rate primarily due to tax credits and 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 18.1% and (10.9)% for the three months ended March 31, 2022 and 2021, respectively. The increase in the effective tax rate when comparing the three months ended March 31, 2022 to the three months ended March 31, 2021 was primarily due to tax items unique to the period ended March 31, 2021. These amounts included stock-based compensation deductions and a tax benefit related to a favorable foreign tax ruling in the period ended March 31, 2021.

The Company’s net unrecognized tax benefits totaled $104.4 million and $103.5 million as of March 31, 2022 and December 31, 2021, respectively. At March 31, 2022, $90.2 million included in the balance for tax positions would affect the annual effective tax rate if recognized. The Company recognizes interest accrued related to uncertain tax positions and penalties in income tax expense. As of March 31, 2022, the Company has accrued $1.7 million for the payment of interest.

At March 31, 2022, the Company had $406.3 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. 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. If the estimates and assumptions used in the Company's determination change in the future, the Company could be required to revise its estimates of the valuation allowances against its deferred tax assets and adjust its provisions for additional income taxes.

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 under examination by the United States Internal Revenue Service for 2017 through 2020 tax years. With few exceptions, the Company is generally not subject to examination for state and local income tax, or in non-U.S. jurisdictions, by tax authorities for years prior to 2017.

The Company's U.S. liquidity needs are currently satisfied using cash flows generated from its U.S. operations, borrowings, or both. The Company also utilizes a variety of tax planning strategies in an effort to ensure that its worldwide cash is available in locations in which it is needed. The Company expects to repatriate a substantial portion of its foreign earnings

over time, to the extent that the foreign earnings are not restricted by local laws or result in significant incremental costs associated with repatriating the foreign earnings.

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TREASURY STOCK

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

TREASURY STOCK

TREASURY STOCK

Stock Repurchase Program

The Company’s Board of Directors has authorized an ongoing stock repurchase program. The objective of the Company’s stock repurchase program was to improve stockholders’ returns and mitigate earnings per share dilution posed by the issuance of shares related to employee equity compensation awards. At March 31, 2022, $625.6 million was available to repurchase common stock pursuant to the stock repurchase program. All shares repurchased were 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 debt, as well as proceeds from employee stock awards and the related tax benefit. While the Merger Agreement is in effect, the Company is prohibited from repurchasing shares of its common stock, including under the stock repurchase program. See Note 18 for detailed information on the Merger Agreement.

During the three months ended March 31, 2022 and 2021, the Company made no open market purchases under the stock repurchase program.

Shares for Tax Withholding

During the three months ended March 31, 2022 and 2021, the Company withheld 427,382 and 335,347 shares respectively, from equity awards that vested. Amounts withheld to satisfy minimum tax withholding obligations that arose on the vesting of equity awards was $43.7 million and $46.7 million, respectively. These shares are reflected as treasury stock in the Company’s condensed consolidated balance sheets.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

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, or a range 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 any pending claims, suits, assessments, regulatory investigations, or other 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 litigation alleging infringement by various Company solutions and services. The Company believes that it has meritorious defenses to the allegations made in its pending litigation and intends to vigorously defend itself; 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 subject to various other legal proceedings, including suits, assessments, regulatory actions and investigations generally arising out of the normal course of business. Although it is difficult to predict the ultimate outcomes of these matters, the Company believes that outcomes that will materially and adversely affect its business, financial position, results of operations or cash flows are reasonably possible but not estimable at this time.

On November 19, 2021, a putative securities class action complaint was filed in the United States District Court for the Southern District of Florida, naming the Company and certain of its current and former officers and directors as defendants. On April 22, 2022, an amended complaint was filed, naming the same defendants and alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder, based on allegedly false or misleading statements made between January 22, 2020, and October 6, 2021, regarding the Company’s transition from selling on-premise, perpetual licenses to cloud-based subscriptions. The amended complaint seeks, among other things, an award of compensatory damages and the plaintiffs’ reasonable costs and expenses, including attorneys’ fees, experts’ fees, and other costs and disbursements. The Company believes that it and the other defendants have meritorious defenses to these allegations; however, the Company is unable to currently determine the ultimate outcome of this matter or the potential exposure or loss, if any.

On January 22, 2022, a putative shareholder derivative complaint was filed in the United States District Court for the Southern District of Florida, naming the Company as a nominal defendant and certain of its current and former officers and directors as defendants. The complaint asserts claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross

mismanagement, waste of corporate assets, and violations of Sections 10(b), 14(a), 20(a), and 21D of the Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder. The complaint, which references the securities class action filed November 19, 2021, alleges that the defendants made or caused the Company to make false or misleading statements that failed to disclose that the Company was struggling to transition customers from an on-premise offering to a cloud-based subscription offering and that the Company failed to maintain adequate internal controls. The complaint also alleges that the defendants caused the Company to repurchase shares at inflated stock prices. The complaint seeks an award of damages and restitution to the Company as a result of the alleged violations, plaintiff's costs and disbursements, including reasonable attorneys' and experts' fees, costs and other expenses, as well as corporate governance enhancements. On March 10, 2022, the plaintiff filed a notice of voluntary dismissal of the complaint without prejudice as to all of the defendants. On March 11, 2022, the Court entered an order dismissing the putative shareholder derivative action without prejudice.

Merger Actions

In connection with the Merger Agreement, eleven complaints have been filed as individual actions in United States District Courts. Six complaints have been filed in the United States District Court for the Southern District of New York and are captioned Stein v. Citrix Systems, Inc., et al., 22-cv-1864 (filed March 4, 2022), O’Dell v. Citrix Systems, Inc., et al., 22-cv-1892 (filed March 4, 2022), Bell v. Citrix Systems, Inc., et al., 22-cv-1925 (filed March 7, 2022) (the “Bell Complaint”), Messiha v. Citrix Systems, Inc., et al., 22-cv-2094 (filed March 14, 2022), Rodriguez v. Citrix Systems, Inc., et al., 22-cv-2925 (filed April 8, 2022), and Finger v. Citrix Systems, Inc., et al., 22-cv-2976 (filed April 11, 2022). Three complaints have been filed in the United States District Court for the Eastern District of New York and are captioned Whitfield v. Citrix Systems, Inc., et al., 22-cv-01317 (filed March 10, 2022), Shumacher v. Citrix Systems, Inc., et al., 22-cv-1453 (filed March 16, 2022), and Lee v. Citrix Systems, Inc., et al., 22-cv-1504 (filed March 18, 2022). One complaint has been filed in the United States District Court for the Eastern District of Pennsylvania and is captioned Waterman v. Citrix Systems, Inc., et al., 22-cv-917 (filed March 10, 2022). One complaint has been filed in the United States District Court for the District of Delaware and is captioned Gould v. Citrix Systems, Inc., et al., 22-cv-359 (filed March 21, 2022) (the “Gould Complaint”). The foregoing complaints are referred to as the “Merger Actions.”

The Merger Actions generally allege that the definitive proxy statement filed by the Company on March 16, 2022 with respect to the special meeting of Citrix’s stockholders held on April 21, 2022 (the “Definitive Proxy Statement”) or the preliminary proxy statement filed by the Company with the SEC on March 3, 2022 misrepresent and/or omit certain purportedly material information relating to the Company’s financial projections, the analyses performed by the financial advisor to the Citrix Board of Directors in connection with the Merger, potential conflicts of interest of the Company’s officers and directors, and the events that led to the signing of the Merger Agreement. The Merger Actions assert violations of Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated thereunder against all defendants (the Company, its Board of Directors and certain officers) and violations of Section 20(a) of the Exchange Act against Citrix’s directors and officers. The Bell Complaint also asserts a breach of fiduciary duty against the individual defendants. The Merger Actions seek, among other things, an injunction enjoining the consummation of the Merger, costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees, and other relief the court may deem just and proper.

On April 25, 2022, the Bell Complaint was voluntarily dismissed and on April 28, 2022, the Gould Complaint was voluntarily dismissed. The Company cannot predict the outcome of the remaining Merger Actions. The Company believes that the remaining Merger Actions are without merit, and Citrix and the individual defendants intend to vigorously defend against the remaining Merger Actions and any subsequently filed similar actions. If additional similar complaints are filed, absent new or significantly different allegations, the Company will not necessarily disclose such additional filings.

While the Company believes that the disclosures set forth in the Definitive Proxy Statement comply fully with all applicable law and denies the allegations in the pending Merger Actions described above, in order to moot plaintiffs’ disclosure claims, avoid nuisance and possible expense and business delays, and provide additional information to its stockholders, the Company made certain disclosures that supplement and revise those contained in the Definitive Proxy Statement (the “Supplemental Disclosures”). These Supplemental Disclosures were filed with the SEC in a Current Report on Form 8-K and under Schedule 14A. Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth therein. To the contrary, the Company specifically denies all allegations in the Merger Actions described above that any additional disclosure was or is required or material.

Books and Records Demands

The Company has received demand letters pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”) from stockholders seeking disclosure of certain of the Company's records relating to the Merger. The Company has responded to those demands, stating its belief that the demand letters fail to fully comply with the requirements of Section 220 of the DGCL. On April 20, 2022, two stockholders filed a complaint in the Delaware Chancery Court captioned Liebenthal, et al. v.

Citrix Systems, Inc., C.A. No. 2022-0349, seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. The Company believes the claims are without merit and intends to vigorously defend against them.

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. 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.

Other Purchase Commitments

In May 2020, the Company entered into an amended agreement with a third-party provider, in the ordinary course of business, for the use of certain cloud services through June 2029. Under the amended agreement, the Company is committed to a purchase of $1.00 billion throughout the term of the agreement. As of March 31, 2022, the Company had $825.8 million of remaining obligations under the purchase agreement.

In May 2021, the Company entered into an amended agreement with a third-party provider, in the ordinary course of business, for the use of certain cloud services through May 2024. Under the amended agreement, the Company is committed to purchase services under this agreement totaling $100.0 million over the term, with commitments of $32.0 million in fiscal year beginning 2021, $24.0 million in fiscal year beginning 2022, $24.0 million in fiscal year beginning 2023 and $20.0 million at any time over the three-year term. As of March 31, 2022, the Company had $46.1 million of remaining obligations under the purchase agreement.

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RESTRUCTURING

3 Months Ended

Mar. 31, 2022

Restructuring and Related Activities [Abstract]

RESTRUCTURING

RESTRUCTURING

2021 Restructuring Program

On November 15, 2021, the Company announced the implementation of a restructuring program (the “2021 Restructuring Program”) intended to improve operational efficiency. The 2021 Restructuring Program includes, among other things, the elimination of full-time positions, termination of certain contracts, and asset impairments, primarily related to facilities consolidations. The Company currently expects to record in the aggregate approximately $153.0 million to $240.0 million in pre-tax restructuring and asset impairment charges associated with the 2021 Restructuring Program. Included in these pre-tax charges are approximately $67.0 million to $90.0 million related to employee severance arrangements, approximately $40.0 million to $75.0 million related to the impairment of ROU and other assets from the consolidation of facilities, approximately $20.0 million to $35.0 million in contract termination costs and approximately $26.0 million to $40.0 million related to the impairment of certain acquired intangible assets. See Note 9 for detailed information on intangible assets. The program is expected to be substantially completed over an estimated eighteen-month period.

Restructuring Charges

For the three months ended March 31, 2022, restructuring charges were comprised of the following (in thousands):

	Three Months Ended
	March 31,
	2022
2021 Restructuring Program
Employee severance and related costs	$	11,581
ROU asset impairment	3,397
Other asset impairment	3,100
Total 2021 Restructuring Program charges	$	18,078

As of March 31, 2022, total charges incurred related to the 2021 Restructuring Program were $121.4 million.

The Company reviews for impairment of its long-lived assets, including ROU assets, whenever events or changes in circumstances indicate that the carrying amount of such assets may be impaired. Measurement of an impairment loss is based on the fair value of the asset compared to its carrying value. The fair value of the ROU assets is determined by utilizing the present value of the estimated future cash flows attributable to the assets.

In connection with the 2021 Restructuring Program the Company re-evaluated its real estate needs, resulting in a reduction of owned space and leased space, and the impairment of the associated ROU assets and property and equipment. During the three months ended March 31, 2022, these actions resulted in a restructuring charge of $6.5 million, comprised of noncash charges of $3.4 million related to the impairment of operating lease ROU assets, and property and equipment of $3.1 million. Due to the actions taken above, the Company tested the operating lease ROU assets and certain property and equipment for recoverability by comparing the carrying value of the asset group to an estimate of the future undiscounted cash flows expected to result from the use and eventual disposition of the asset group. Based on the results of the recoverability test, the Company determined that the undiscounted cash flows of the asset groups were below the carrying values, indicating impairment. The Company then determined the fair value of the asset groups by utilizing the present value of the estimated future cash flows attributable to the assets.

Restructuring accruals

The activity in the Company’s restructuring accruals for the three months ended March 31, 2022 is summarized as follows (in thousands):

	2021 Restructuring Program
Balance at January 1, 2022	$	28,102
Employee severance and related costs	11,581
Payments	(23,479)
Balance at March 31, 2022	$	16,204

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STATEMENT OF CHANGES IN EQUITY

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

STATEMENT OF CHANGES IN EQUITY

STATEMENT OF CHANGES IN EQUITY

The following tables present the changes in total stockholders' equity during the three months ended March 31, 2022 and 2021 (in thousands):

	Common Stock			Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Common Stock in Treasury			Total Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2021	325,174	$	325	$	7,041,576	$	5,100,624	$	(2,896)	(200,313)	$	(11,592,372)	$	547,257
Shares issued under stock-based compensation plans	1,272	2		1,141		—		—		—	—		1,143
Stock-based compensation expense	—	—		78,098		—		—		—	—		78,098
Common stock issued under employee stock purchase plan	255	—		22,162		—		—		—	—		22,162
Restricted shares turned in for tax withholding	—	—		—		—		—		(427)	(43,688)		(43,688)
Other	—	—		(614)		614		—		—	—		—
Other comprehensive loss, net of tax	—	—		—		—		(645)		—	—		(645)
Net income	—	—		—		60,232		—		—	—		60,232
Balance at March 31, 2022	326,701	$	327	$	7,142,363	$	5,161,470	$	(3,541)	(200,740)	$	(11,636,060)	$	664,559

	Common Stock			Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Common Stock in Treasury			Total Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2020	321,964	$	322	$	6,608,018	$	4,984,333	$	(3,649)	(199,443)	$	(11,476,881)	$	112,143
Shares issued under stock-based compensation plans	962	1		(1)		—		—		—	—		—
Stock-based compensation expense	—	—		86,862		—		—		—	—		86,862
Common stock issued under employee stock purchase plan	228	—		25,757		—		—		—	—		25,757
Restricted shares turned in for tax withholding	—	—		—		—		—		(335)	(46,745)		(46,745)
Cash dividends declared and paid	—	—		—		(45,522)		—		—	—		(45,522)
Value of assumed equity awards related to pre-combination service	—	—		28,885		—		—		—	—		28,885
Other	—	—		2,537		(2,537)		—		—	—		—
Other comprehensive loss, net of tax	—	—		—		—		(1,736)		—	—		(1,736)
Net income	—	—		—		90,048		—		—	—		90,048
Balance at March 31, 2021	323,154	$	323	$	6,752,058	$	5,026,322	$	(5,385)	(199,778)	$	(11,523,626)	$	249,692

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PROPOSED MERGER TRANSACTION

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

PROPOSED MERGER TRANSACTION

PROPOSED MERGER TRANSACTION

On January 31, 2022, the Company entered into a Merger Agreement with Parent, Merger Sub and, for certain limited purposes detailed in the Merger Agreement, TIBCO, pursuant to which Merger Sub will merge with and into the Company, or the Merger, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Parent and Merger Sub were formed by an affiliate of Vista. Vista is partnering with Evergreen Coast Capital Corp., an affiliate of Elliott Investment Management L.P., to acquire all of the Company Common Stock for $104.00 per share in cash.

The Merger is conditioned upon, among other things, the approval of the Merger Agreement by the affirmative vote of holders of at least a majority of all outstanding shares of Company Common Stock (which was obtained at a Special Meeting of Stockholders held on April 21, 2022), the expiration of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which occurred on March 16, 2022), certain other approvals, clearances or expirations of waiting periods under other antitrust laws and foreign investment screening laws, and other customary closing conditions. Subject to the satisfaction (or if applicable, waiver) of such conditions, the Merger is expected to close mid-year 2022.

Under the terms of the Merger Agreement, the Company may be required to pay Parent a termination fee of $409.0 million if the Merger Agreement is terminated under certain specified circumstances. The Merger Agreement additionally provides that Parent pay the Company a termination fee of $818.0 million under certain specified circumstances.

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Business Combinations

In October 2021, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update on business combinations. The new guidance requires companies to apply revenue guidance under Accounting Standards Codification Topic 606 to recognize and measure contract assets and contract liabilities acquired in a business combination on the acquisition date. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. The update will be effective for the Company beginning in the first quarter of 2023, though early adoption is permitted. The Company is currently evaluating the timing of adoption and impact of this new standard.

Use of Estimates

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 condensed consolidated financial statements and accompanying notes. Significant estimates made by management include estimation for reserves for legal contingencies, the standalone selling price of certain performance obligations related to revenue recognition, the provision for credit losses related to accounts receivable, contract assets, and available-for-sale debt securities, 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 and measurement of expense related to performance stock units, the assumptions used in the discounted cash flows to mark certain of its investments to market, the valuation of the Company’s goodwill, valuation of acquired intangible assets and liabilities, net realizable value of product related and other intangible assets, the provision for income taxes, valuation allowance for deferred tax assets, uncertain tax positions, and the amortization and depreciation periods for contract acquisition costs, intangible and long-lived assets. While the Company believes that such estimates are fair when considered in conjunction with the condensed consolidated financial position and results of operations taken as a whole, the actual amounts of such items, when known, will vary from these estimates.

Available-for-sale Investments

Available-for-sale Investments

Short-term and long-term available-for-sale investments in debt securities as of March 31, 2022 and December 31, 2021 primarily consist of corporate securities. Investments classified as available-for-sale debt securities are stated at fair value, with unrealized gains and losses, net of taxes, reported in Accumulated other comprehensive loss in the accompanying condensed consolidated balance sheets. 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 unrealized changes in the fair value of its available-for-sale debt securities in income unless a security is deemed to be impaired.

The allowance for credit losses on the Company's investments in available-for-sale debt securities is determined using a quantitative discounted cash flow analysis if impairment triggers exist after a qualitative screen is completed. Impairment on available-for-sale debt securities is determined on an individual security basis and the security is subject to impairment when its fair value declines below its amortized cost basis. If the fair value is less than the amortized cost basis, management must then determine whether it intends to sell the security or whether it is more likely than not that it will be required to sell the security before it recovers its value. If management intends to sell the security or will more-likely-than-not be required to sell the impaired security before it recovers its value, a credit loss is recorded to Other (expense) income, net in the accompanying condensed consolidated statements of income. If management does not intend to sell the security, nor will it more-likely-than-not be required to sell the security before the security recovers its value, management must then determine whether the loss is due to credit loss or other factors. For impairment indicators due to credit loss factors, management establishes an allowance for credit losses with a charge to Other (expense) income, net. For impairment indicators due to other factors, management records the loss with a charge to Accumulated other comprehensive loss in the accompanying condensed consolidated balance sheets.

Fair Value Measurements

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 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. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

•Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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. 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. See Note 7 for additional information regarding the Company’s fair value measurements.

Foreign Currency

Foreign CurrencyThe 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. The remeasurement of those foreign currency transactions is included in determining net income or loss for the period of exchange.

Accounting for Stock-Based Compensation Plans

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 condensed consolidated financial statements using a fair value method. The Company accounts for forfeitures as they occur. See Note 8 for further information regarding the Company’s stock-based compensation plans.

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REVENUE (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Performance Obligations

The Company’s typical performance obligations include the following:

Performance Obligation	When Performance Obligation is Typically Satisfied
Subscription
Cloud-hosted offerings	Over the contract term, beginning on the date that service is made available to the customer (over time)
CSP	As the usage occurs (over time)
On-premise subscription software licenses	When software activation keys have been made available for download (point in time)
On-premise subscription license updates and maintenance	Ratably over the course of the service term (over time)
Product and license
Perpetual software licenses	When software activation keys have been made available for download (point in time)
Hardware	When control of the product passes to the customer; typically upon shipment (point in time)
Support and services
License updates and maintenance for perpetual software licenses	Ratably over the course of the service term (over time)
Professional services	As the services are provided (over time)

Schedule of Disaggregation of Revenue

Timing of revenue recognition

	Three Months Ended March 31,
	2022		2021
	(In thousands)
Products and services transferred at a point in time	$	123,404	$	141,799
Products and services transferred over time	701,934		633,967
Total net revenues	$	825,338	$	775,766

Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period (in thousands):

	<1-3 years		3-5 years		5 years or more		Total
Subscription	$	2,049,561	$	88,997	$	1,167	$	2,139,725
Support and services	1,099,795		22,062		604		1,122,461
Total net revenues	$	3,149,356	$	111,059	$	1,771	$	3,262,186

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EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Net Income Per Share Basic And Diluted

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share information):

	Three Months Ended
	March 31,
	2022		2021
Numerator:
Net income	$	60,232	$	90,048
Denominator:
Denominator for basic earnings per share - weighted-average shares outstanding	125,498		122,923
Effect of dilutive employee stock awards	2,236		3,103
Denominator for diluted earnings per share - weighted-average shares outstanding	127,734		126,026
Basic earnings per share	$	0.48	$	0.73
Diluted earnings per share	$	0.47	$	0.71

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CREDIT LOSSES (Tables)

3 Months Ended

Mar. 31, 2022

Credit Loss [Abstract]

Schedule of Accounts Receivable, Net

The Company's accounts receivable consist of the following (in thousands):

	March 31, 2022
Accounts receivable, gross	$	642,878
Less: allowance for returns	(12,494)
Less: allowance for credit losses	(27,844)
Accounts receivable, net	$	602,540

Schedule of Activity in the Allowance for Credit Losses

The activity in the Company's allowance for credit losses for the three months ended March 31, 2022 is summarized as follows (in thousands):

	Total
Balance of allowance for credit losses at January 1, 2022	$	20,737
Current period provision (reversal) for expected losses	7,741
Write-offs charged against allowance	(634)
Balance of allowance for credit losses at March 31, 2022	$	27,844

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INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Assets And Liabilities Measured At Fair Value On A Recurring Basis

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	As of March 31, 2022		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	$	614,758	$	614,758	$	—	$	—
Money market funds	76,878		76,878		—		—
Corporate securities	16,978		—		16,978		—
Government securities	18,076		—		18,076		—
Available-for-sale securities:
Corporate securities	24,302		—		23,802		500
Prepaid expenses and other current assets:
Foreign currency derivatives	4,978		—		4,978		—
Total assets	$	755,970	$	691,636	$	63,834	$	500
Accrued expenses and other current liabilities:
Foreign currency derivatives	1,741		—		1,741		—
Total liabilities	$	1,741	$	—	$	1,741	$	—

	As of December 31, 2021		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	$	425,650	$	425,650	$	—	$	—
Money market funds	70,893		70,893		—		—
Corporate securities	17,450		—		17,450		—
Available-for-sale securities:
Corporate securities	27,940		—		27,440		500
Prepaid expenses and other current assets:
Foreign currency derivatives	741		—		741		—
Total assets	$	542,674	$	496,543	$	45,631	$	500
Accrued expenses and other current liabilities:
Foreign currency derivatives	1,531		—		1,531		—
Total liabilities	$	1,531	$	—	$	1,531	$	—

Schedule of Fair Value, by Balance Sheet Grouping

As of March 31, 2022, the fair values of the $750.0 million unsecured senior notes due March 1, 2030 (the “2030 Notes”), $750.0 million unsecured senior notes due December 1, 2027 (the “2027 Notes”), and $750.0 million 2026 Notes were 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 quarter ended March 31, 2022, the carrying value was as follows (in thousands):

	Fair Value		Carrying Value
2030 Notes	$	744,210	$	740,582
2027 Notes	$	769,485	$	744,930
2026 Notes	$	727,965	$	743,298

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STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Total Stock-based Compensation Recognized by Income Statement Classification

The detail of the total stock-based compensation recognized by income statement classification is as follows (in thousands):

	Three Months Ended March 31,
Income Statement Classifications	2022		2021
Cost of subscription, support and services	$	3,540	$	4,406
Research and development	33,528		31,127
Sales, marketing and services	22,764		28,342
General and administrative	19,576		22,987
Total	$	79,408	$	86,862

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule Of The Change In Goodwill

The following table presents the change in goodwill during the three months ended March 31, 2022 (in thousands):

	Balance at January 1, 2022		Additions		Other			Balance at March 31, 2022
Goodwill	$	3,400,792	$	—	$	3,422	(1)	$	3,404,214

(1) Amount relates to adjustments to the purchase price allocation associated with 2021 acquisition.

Schedule Of Intangible Assets

Intangible assets consist of the following (in thousands):

	March 31, 2022				December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Product related intangible assets	$	1,051,764	$	721,533	$	1,049,406	$	704,190
Other	664,791		268,935		664,791		249,714
Total	$	1,716,555	$	990,468	$	1,714,197	$	953,904

Schedule Of Estimated Future Amortization Expense

Estimated future amortization expense of intangible assets with finite lives as of March 31, 2022 is as follows (in thousands): 

Year ending December 31,
2022 (remaining nine months)	$	110,890
2023	138,997
2024	131,135
2025	128,650
2026	127,079
Thereafter	89,336
Total	$	726,087

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SEGMENT INFORMATION (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Schedule of Revenues by Product Grouping

Revenues by product grouping were as follows (in thousands):

	Three Months Ended
	March 31,
	2022		2021
Net revenues:
Workspace (1)	$	634,558	$	580,962
App Delivery and Security (2)	169,486		169,987
Professional services (3)	21,294		24,817
Total net revenues	$	825,338	$	775,766

(1)Workspace revenues are primarily comprised of sales from the Company’s application virtualization solutions, which include Citrix Workspace, Citrix Virtual Apps and Desktops, Citrix Content Collaboration, and Collaborative Work Management.

(2)App Delivery and Security revenues primarily include Citrix ADC.

(3)Professional services revenues are comprised of revenues from consulting services primarily related to the Company's perpetual offerings and product training and certification services.

Schedule of Revenues by Geographic Location

The following table presents revenues by geographic location, for the following periods (in thousands):

	Three Months Ended
	March 31,
	2022		2021
Net revenues:
Americas	$	463,225	$	426,683
EMEA	287,459		277,799
APJ	74,654		71,284
Total net revenues	$	825,338	$	775,766

Schedule of Subscription Revenues

The following table presents subscription revenues by SaaS and non-SaaS components, for the following periods (in thousands):

	Three Months Ended
	March 31,
	2022		2021
Subscription:
SaaS	$	271,507	$	171,081
Non-SaaS	192,130		171,048
Total Subscription revenue	$	463,637	$	342,129

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DEBT (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Components of Debt

The components of the Company's debt were as follows (in thousands):

	March 31, 2022		December 31, 2021
2021 Term Loan Credit Agreement	$	1,000,000	$	1,000,000
Term Loan Credit Agreement	100,000		100,000
2026 Notes	750,000		750,000
2027 Notes	750,000		750,000
2030 Notes	750,000		750,000
Total face value	3,350,000		3,350,000
Less: unamortized discount	(6,035)		(6,276)
Less: unamortized issuance costs	(16,511)		(17,397)
Total debt	$	3,327,454	$	3,326,327

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DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule Of The Fair Values Of Derivative Instruments

Fair Values of Derivative Instruments

	Asset Derivatives				Liability Derivatives
	(In thousands)
	March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021
Derivatives Designated as Hedging Instruments	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value
Foreign currency forward contracts	Prepaid expenses and other current assets	$400	Prepaid expenses and other current assets	$694	Accrued expenses and other current liabilities	$1,714	Accrued expenses and other current liabilities	$1,358
	Asset Derivatives				Liability Derivatives
	(In thousands)
	March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value
Foreign currency forward contracts	Prepaid expenses and other current assets	$4,578	Prepaid expenses and other current assets	$47	Accrued expenses and other current liabilities	$27	Accrued expenses and other current liabilities	$173

Schedule Of Effect Of Derivative Instruments On Financial Performance

The Effect of Derivative Instruments on Financial Performance

	For the Three Months Ended March 31,
	(In thousands)
Derivatives in Cash Flow Hedging Relationships	Amount of Loss Recognized in Other Comprehensive Loss				Location of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Income	Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss
	2022		2021			2022		2021
Foreign currency forward contracts	$	(642)	$	(2,806)	Operating expenses	$	(386)	$	1,943

There was no material ineffectiveness in the Company’s foreign currency hedging program in the periods presented.

 

	For the Three Months Ended March 31,
	(In thousands)
Derivatives Not Designated as Hedging Instruments	Location of Gain Recognized in Income on Derivative	Amount of Gain Recognized in Income on Derivative
		2022		2021
Foreign currency forward contracts	Other (expense) income, net	$	5,365	$	13,096

Schedule Of Net Notional Foreign Currency Forward Contracts Outstanding

As of March 31, 2022, the Company had the following net notional foreign currency forward contracts outstanding (in thousands):

Foreign Currency	Currency Denomination
Australian Dollar	AUD 12,700
British Pound Sterling	GBP 13,000
Canadian Dollar	CAD 3,450
Chinese Yuan Renminbi	CNY 19,000
Czech Koruna	CZK 17,300
Euro	EUR 6,636
Hong Kong Dollar	HKD 8,550
Indian Rupee	INR 337,000
Japanese Yen	JPY 1,234,000
Korean Won	KRW 357,000
Singapore Dollar	SGD 13,400
Swedish Krona	SEK 3,000
Swiss Franc	CHF 298,150

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RESTRUCTURING (Tables)

3 Months Ended

Mar. 31, 2022

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Charges

For the three months ended March 31, 2022, restructuring charges were comprised of the following (in thousands):

	Three Months Ended
	March 31,
	2022
2021 Restructuring Program
Employee severance and related costs	$	11,581
ROU asset impairment	3,397
Other asset impairment	3,100
Total 2021 Restructuring Program charges	$	18,078

Schedule of Restructuring Reserve

The activity in the Company’s restructuring accruals for the three months ended March 31, 2022 is summarized as follows (in thousands):

	2021 Restructuring Program
Balance at January 1, 2022	$	28,102
Employee severance and related costs	11,581
Payments	(23,479)
Balance at March 31, 2022	$	16,204

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STATEMENT OF CHANGES IN EQUITY (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of Stockholders Equity

The following tables present the changes in total stockholders' equity during the three months ended March 31, 2022 and 2021 (in thousands):

	Common Stock			Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Common Stock in Treasury			Total Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2021	325,174	$	325	$	7,041,576	$	5,100,624	$	(2,896)	(200,313)	$	(11,592,372)	$	547,257
Shares issued under stock-based compensation plans	1,272	2		1,141		—		—		—	—		1,143
Stock-based compensation expense	—	—		78,098		—		—		—	—		78,098
Common stock issued under employee stock purchase plan	255	—		22,162		—		—		—	—		22,162
Restricted shares turned in for tax withholding	—	—		—		—		—		(427)	(43,688)		(43,688)
Other	—	—		(614)		614		—		—	—		—
Other comprehensive loss, net of tax	—	—		—		—		(645)		—	—		(645)
Net income	—	—		—		60,232		—		—	—		60,232
Balance at March 31, 2022	326,701	$	327	$	7,142,363	$	5,161,470	$	(3,541)	(200,740)	$	(11,636,060)	$	664,559

	Common Stock			Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Common Stock in Treasury			Total Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2020	321,964	$	322	$	6,608,018	$	4,984,333	$	(3,649)	(199,443)	$	(11,476,881)	$	112,143
Shares issued under stock-based compensation plans	962	1		(1)		—		—		—	—		—
Stock-based compensation expense	—	—		86,862		—		—		—	—		86,862
Common stock issued under employee stock purchase plan	228	—		25,757		—		—		—	—		25,757
Restricted shares turned in for tax withholding	—	—		—		—		—		(335)	(46,745)		(46,745)
Cash dividends declared and paid	—	—		—		(45,522)		—		—	—		(45,522)
Value of assumed equity awards related to pre-combination service	—	—		28,885		—		—		—	—		28,885
Other	—	—		2,537		(2,537)		—		—	—		—
Other comprehensive loss, net of tax	—	—		—		—		(1,736)		—	—		(1,736)
Net income	—	—		—		90,048		—		—	—		90,048
Balance at March 31, 2021	323,154	$	323	$	6,752,058	$	5,026,322	$	(5,385)	(199,778)	$	(11,523,626)	$	249,692

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BASIS OF PRESENTATION (Details)	3 Months Ended
	Mar. 31, 2022 segment	Jan. 31, 2022 $ / shares
Class of Stock [Line Items]
Number of reportable segments | segment	1
EverGreen Coast Capital Corporation
Class of Stock [Line Items]
Merger agreement share price (in dollar per share) | $ / shares		$ 104.00

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REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total net revenues	$ 825,338	$ 775,766
Products and services transferred at a point in time
Disaggregation of Revenue [Line Items]
Total net revenues	123,404	141,799
Products and services transferred over time
Disaggregation of Revenue [Line Items]
Total net revenues	$ 701,934	$ 633,967

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REVENUE (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Short-term contract assets	$ 44,700,000		$ 46,600,000
Long-term contract assets	43,900,000		40,500,000
Current portion of deferred revenues	1,622,847,000		1,708,058,000
Long-term portion of deferred revenues	315,234,000		329,535,000
Deferred revenue recognized	595,800,000
Impairment charges related to contract assets	0	$ 0
Short-term contract acquisition costs	81,800,000		82,400,000
Long-term contract acquisition costs	144,600,000		$ 144,200,000
Impairment of capitalized costs	0	0
Sales, Marketing and Services Expense
Disaggregation of Revenue [Line Items]
Amortization of capitalized contract acquisition costs	$ 21,700,000	$ 18,300,000
Minimum
Disaggregation of Revenue [Line Items]
Intangible asset life	2 years
Minimum | Customer Relationships
Disaggregation of Revenue [Line Items]
Intangible asset life	3 years
Maximum
Disaggregation of Revenue [Line Items]
Intangible asset life	7 years
Maximum | Customer Relationships
Disaggregation of Revenue [Line Items]
Intangible asset life	5 years

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REVENUE - Remaining Performance Obligations (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 3,262,186
Subscription
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	2,139,725
Support and services
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	1,122,461
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 3,149,356
Revenue, remaining performance obligation, expected timing of satisfaction, period	3 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Subscription
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 2,049,561
Revenue, remaining performance obligation, expected timing of satisfaction, period	3 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Support and services
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 1,099,795
Revenue, remaining performance obligation, expected timing of satisfaction, period	3 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 111,059
Revenue, remaining performance obligation, expected timing of satisfaction, period	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | Subscription
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 88,997
Revenue, remaining performance obligation, expected timing of satisfaction, period	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | Support and services
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 22,062
Revenue, remaining performance obligation, expected timing of satisfaction, period	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 1,771
Revenue, remaining performance obligation, expected timing of satisfaction, period
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01 | Subscription
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 1,167
Revenue, remaining performance obligation, expected timing of satisfaction, period
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01 | Support and services
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 604
Revenue, remaining performance obligation, expected timing of satisfaction, period

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EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net income	$ 60,232	$ 90,048
Denominator:
Denominator for basic net earnings per share - weighted-average shares outstanding (shares)	125,498	122,923
Effect of dilutive employee stock awards (shares)	2,236	3,103
Denominator for net diluted earnings per share - weighted-average shares outstanding (shares)	127,734	126,026
Basic earnings per share (in dollars per share)	$ 0.48	$ 0.73
Diluted earnings per share (in dollars per share)	$ 0.47	$ 0.71
Anti-dilutive stock-based awards excluded from calculations	1,200

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CREDIT LOSSES - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Credit Loss [Abstract]
Accounts receivable, gross	$ 642,878
Less: allowance for returns	(12,494)
Less: allowance for credit losses	(27,844)
Accounts receivable, net	$ 602,540	$ 885,311

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CREDIT LOSSES - Allowance for Credit Losses (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance of allowance for credit losses at January 1, 2022	$ 20,737
Current period provision (reversal) for expected losses	7,741
Write-offs charged against allowance	(634)
Balance of allowance for credit losses at March 31, 2022	$ 27,844

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CREDIT LOSSES - Concentration Risk (Details)	3 Months Ended
	Mar. 31, 2022 distributor
Concentration Risk [Line Items]
Number of significant distributors	1
One Distributor | Accounts Receivable | Customer Concentration Risk
Concentration Risk [Line Items]
Percent of gross accounts receivable (percent)	14.00%

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CREDIT LOSSES - AFS Investments (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Credit Loss [Abstract]
Available-for-sale investments, credit loss expense	$ 0	$ 0

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ACQUISITIONS (Details) - USD ($)		3 Months Ended
	Feb. 26, 2021	Mar. 31, 2022	Mar. 31, 2021	Feb. 18, 2021	Feb. 05, 2021
Business Acquisition [Line Items]
Debt issuance costs	$ 9,100,000
Unsecured Debt | 2026 Notes
Business Acquisition [Line Items]
Debt instrument, face amount		$ 750,000,000		$ 750,000,000
2021 Term Loan Credit Agreement
Business Acquisition [Line Items]
Credit agreement, term	3 years
Credit facility, maximum borrowing capacity	$ 1,000,000,000				$ 1,000,000,000
Wrangler Plan
Business Acquisition [Line Items]
Aggregate fair value of stock options cancelled and exchanged in acquisition	54,300,000
Wrangler Plan | Component of Purchase Consideration
Business Acquisition [Line Items]
Aggregate fair value of stock options cancelled and exchanged in acquisition	28,900,000
Wrangler Plan | Post-combination Stock-based Compensation
Business Acquisition [Line Items]
Aggregate fair value of stock options cancelled and exchanged in acquisition	25,400,000
Wrangler Topco, LLC
Business Acquisition [Line Items]
Acquisition price	2,070,000,000.00
Purchase price before adjustments	$ 2,250,000,000
Options assumed (in shares)	526,113
Acquisition expenses incurred	$ 20,100,000
Wrangler Topco, LLC | General and Administrative Expense
Business Acquisition [Line Items]
Acquisition costs expensed		$ 300,000	$ 15,500,000

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INVESTMENTS AND FAIR VALUE MEASUREMENTS - Investments (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Summary of Investment Holdings [Line Items]
Average remaining maturities for short-term available for sale investments	6 months
Average remaining maturities for long-term available for sale investments	2 years
Proceeds from sales of available-for-sale investments	$ 0	$ 0
Unfunded commitments	0
Other Assets
Summary of Investment Holdings [Line Items]
Direct investments in privately-held companies	24,300,000		$ 24,400,000
Private Equity Funds
Summary of Investment Holdings [Line Items]
Alternative investment	$ 19,900,000		$ 21,500,000

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INVESTMENTS AND FAIR VALUE MEASUREMENTS (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets, Fair Value Disclosure [Abstract]
Total assets	$ 691,636	$ 496,543
Liabilities, Fair Value Disclosure [Abstract]
Total liabilities	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Cash and Cash Equivalents | Cash
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	614,758	425,650
Quoted Prices in Active Markets for Identical Assets (Level 1) | Cash and Cash Equivalents | Money market funds
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	76,878	70,893
Quoted Prices in Active Markets for Identical Assets (Level 1) | Cash and Cash Equivalents | Corporate securities
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Cash and Cash Equivalents | Government securities
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Available-for-sale Securities | Corporate securities
Assets, Fair Value Disclosure [Abstract]
Available-for-sale securities	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Prepaid expenses and other current assets | Foreign currency forward contracts
Assets, Fair Value Disclosure [Abstract]
Prepaid expenses and other current assets	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Accrued expenses and other current liabilities | Foreign currency forward contracts
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency derivatives	0	0
Significant Other Observable Inputs (Level 2)
Assets, Fair Value Disclosure [Abstract]
Total assets	63,834	45,631
Liabilities, Fair Value Disclosure [Abstract]
Total liabilities	1,741	1,531
Significant Other Observable Inputs (Level 2) | Cash and Cash Equivalents | Cash
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	0	0
Significant Other Observable Inputs (Level 2) | Cash and Cash Equivalents | Money market funds
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	0	0
Significant Other Observable Inputs (Level 2) | Cash and Cash Equivalents | Corporate securities
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	16,978	17,450
Significant Other Observable Inputs (Level 2) | Cash and Cash Equivalents | Government securities
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	18,076
Significant Other Observable Inputs (Level 2) | Available-for-sale Securities | Corporate securities
Assets, Fair Value Disclosure [Abstract]
Available-for-sale securities	23,802	27,440
Significant Other Observable Inputs (Level 2) | Prepaid expenses and other current assets | Foreign currency forward contracts
Assets, Fair Value Disclosure [Abstract]
Prepaid expenses and other current assets	4,978	741
Significant Other Observable Inputs (Level 2) | Accrued expenses and other current liabilities | Foreign currency forward contracts
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency derivatives	1,741	1,531
Significant Unobservable Inputs (Level 3)
Assets, Fair Value Disclosure [Abstract]
Total assets	500	500
Liabilities, Fair Value Disclosure [Abstract]
Total liabilities	0	0
Significant Unobservable Inputs (Level 3) | Cash and Cash Equivalents | Cash
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	0	0
Significant Unobservable Inputs (Level 3) | Cash and Cash Equivalents | Money market funds
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	0	0
Significant Unobservable Inputs (Level 3) | Cash and Cash Equivalents | Corporate securities
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	0	0
Significant Unobservable Inputs (Level 3) | Cash and Cash Equivalents | Government securities
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	0
Significant Unobservable Inputs (Level 3) | Available-for-sale Securities | Corporate securities
Assets, Fair Value Disclosure [Abstract]
Available-for-sale securities	500	500
Significant Unobservable Inputs (Level 3) | Prepaid expenses and other current assets | Foreign currency forward contracts
Assets, Fair Value Disclosure [Abstract]
Prepaid expenses and other current assets	0	0
Significant Unobservable Inputs (Level 3) | Accrued expenses and other current liabilities | Foreign currency forward contracts
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency derivatives	0	0
Estimate of Fair Value Measurement
Assets, Fair Value Disclosure [Abstract]
Total assets	755,970	542,674
Liabilities, Fair Value Disclosure [Abstract]
Total liabilities	1,741	1,531
Estimate of Fair Value Measurement | Cash and Cash Equivalents | Cash
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	614,758	425,650
Estimate of Fair Value Measurement | Cash and Cash Equivalents | Money market funds
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	76,878	70,893
Estimate of Fair Value Measurement | Cash and Cash Equivalents | Corporate securities
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	16,978	17,450
Estimate of Fair Value Measurement | Cash and Cash Equivalents | Government securities
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents	18,076
Estimate of Fair Value Measurement | Available-for-sale Securities | Corporate securities
Assets, Fair Value Disclosure [Abstract]
Available-for-sale securities	24,302	27,940
Estimate of Fair Value Measurement | Prepaid expenses and other current assets | Foreign currency forward contracts
Assets, Fair Value Disclosure [Abstract]
Prepaid expenses and other current assets	4,978	741
Estimate of Fair Value Measurement | Accrued expenses and other current liabilities | Foreign currency forward contracts
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency derivatives	$ 1,741	$ 1,531

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INVESTMENTS AND FAIR VALUE MEASUREMENTS (Additional Information Regarding Fair Value Measurements) (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Feb. 18, 2021	Feb. 25, 2020	Nov. 15, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Value	$ 3,327,454,000	$ 3,326,327,000
Significant Other Observable Inputs (Level 2) | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Closing trading price per $100 as of the last day of trading for the quarter	100
Unsecured Debt | 2030 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, face amount	750,000,000			$ 750,000,000
Carrying Value	740,582,000
Unsecured Debt | 2030 Notes | Significant Other Observable Inputs (Level 2)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	744,210,000
Unsecured Debt | 2027 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, face amount	750,000,000				$ 750,000,000
Carrying Value	744,930,000
Unsecured Debt | 2027 Notes | Significant Other Observable Inputs (Level 2)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	769,485,000
Unsecured Debt | 2026 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, face amount	750,000,000		$ 750,000,000
Carrying Value	743,298,000
Unsecured Debt | 2026 Notes | Significant Other Observable Inputs (Level 2)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 727,965,000

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STOCK-BASED COMPENSATION (Narrative) (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	Feb. 26, 2021 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) plan shares	Mar. 31, 2021 USD ($)	Jun. 03, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock-based compensation plans offered | plan		3
Stock-based compensation cost | $		$ 79,408	$ 86,862
Wrangler Topco, LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options assumed (in shares)	526,113
Expiration period of stock options assumed	10 years
Non-vested Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based awards granted and outstanding (shares)		3,960,195
Total unrecognized compensation cost related to stock-based compensation | $		$ 309,200
Total unrecognized compensation cost recognition period		1 year 4 months 28 days
Performance Share Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation cost | $		$ 12,000	13,200
2014 Plan | Non-vested Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares per non-vested stock unit		1
2014 Plan | Vesting on 1st Anniversary of Grant Date | Non-vested Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage		33.33%
2014 Plan | Vesting on 2nd Anniversary of Grant Date | Non-vested Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage		33.33%
2014 Plan | Component of Purchase Consideration | Non-vested Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage		33.33%
Wrangler Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance under the stock-based compensation plans (shares)		673,160
Stock-based compensation cost | $		$ 2,500	$ 2,000
Stock options granted (in shares)	180,003
Award vesting period		2 years
Weighted-average grant date fair value of options assumed in acquisition (in dollars per share) | $ / shares	$ 103.22
Aggregate fair value of stock options assumed | $	$ 54,300
Wrangler Plan | Stock-based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issuance under the Plan (shares)		288,687
Wrangler Plan | Unvested Assumed Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost related to stock-based compensation | $		$ 6,800
Total unrecognized compensation cost recognition period		7 months 20 days
Wrangler Plan | Component of Purchase Consideration
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate fair value of stock options assumed | $	$ 28,900
Common Stock | 2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issuance under the Plan (shares)				51,300,000
Shares reserved for issuance under the stock-based compensation plans (shares)		14,645,049
Shares available for grant under the plans (shares)		10,923,231
Common Stock | 2021 Inducement Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issuance under the Plan (shares)		320,000
Shares reserved for issuance under the stock-based compensation plans (shares)		205,023
Shares available for grant under the plans (shares)		48,322
Common Stock | Wrike Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance under the stock-based compensation plans (shares)		131,091

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STOCK-BASED COMPENSATION (Detail Of The Total Stock-Based Compensation Recognized By Income Statement Classification) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 79,408	$ 86,862
Cost of subscription, support and services
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	3,540	4,406
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	33,528	31,127
Sales, marketing and services
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	22,764	28,342
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 19,576	$ 22,987

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STOCK-BASED COMPENSATION (Subsequent Event) (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended
	Apr. 01, 2022	Apr. 30, 2022	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation cost			$ 79,408	$ 86,862
Non-vested Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized cost related to non-vested stock unit grants			59,900
Non-vested Stock Units | Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage		100.00%
Wrangler Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation cost			$ 2,500	$ 2,000
Senior Level Employees | 2014 Plan | Non-vested Stock Units | Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested stock unit awards granted to senior level employees (shares)	581,341
Senior Level Employees | Wrangler Plan | Non-vested Stock Units | Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested stock unit awards granted to senior level employees (shares)	23,165

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GOODWILL AND OTHER INTANGIBLE ASSETS (Impairment) (Details)	3 Months Ended
	Dec. 31, 2021 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of goodwill and intangible assets	$ 0

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GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule Of Change In Goodwill) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Roll Forward]
Balance at January 1, 2022	$ 3,400,792
Additions	0
Other	3,422
Balance at March 31, 2022	$ 3,404,214

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GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule Of Intangible Assets) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Intangible Assets [Abstract]
Gross Carrying Amount	$ 1,716,555		$ 1,714,197
Accumulated Amortization	990,468		953,904
Product related intangible assets
Intangible Assets [Abstract]
Gross Carrying Amount	1,051,764		1,049,406
Accumulated Amortization	721,533		704,190
Product related intangible assets | Cost of net revenues
Intangible Assets [Abstract]
Amortization expense	17,300	$ 11,000
Other
Intangible Assets [Abstract]
Gross Carrying Amount	664,791		664,791
Accumulated Amortization	268,935		$ 249,714
Other | Operating expenses
Intangible Assets [Abstract]
Amortization expense	$ 19,200	$ 7,500
Minimum
Statement [Line Items]
Intangible asset life	2 years
Minimum | Patents
Statement [Line Items]
Intangible asset life	7 years
Maximum
Statement [Line Items]
Intangible asset life	7 years
Maximum | Patents
Statement [Line Items]
Intangible asset life	10 years

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GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule Of Estimated Future Amortization Expense) (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
2022 (remaining nine months)	$ 110,890
2023	138,997
2024	131,135
2025	128,650
2026	127,079
Thereafter	89,336
Total	$ 726,087

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SEGMENT INFORMATION (Additional Information) (Details)	3 Months Ended
	Mar. 31, 2022 segment
Segment Reporting [Abstract]
Number of reportable segments	1

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SEGMENT INFORMATION (Revenues By Product Grouping) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Total net revenues	$ 825,338	$ 775,766
Workspace
Segment Reporting Information [Line Items]
Total net revenues	634,558	580,962
App Delivery and Security
Segment Reporting Information [Line Items]
Total net revenues	169,486	169,987
Professional Services
Segment Reporting Information [Line Items]
Total net revenues	$ 21,294	$ 24,817

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SEGMENT INFORMATION (Revenues By Geographic Location) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Total net revenues	$ 825,338	$ 775,766
Americas
Revenues from External Customers and Long-Lived Assets [Line Items]
Total net revenues	463,225	426,683
EMEA
Revenues from External Customers and Long-Lived Assets [Line Items]
Total net revenues	287,459	277,799
APJ
Revenues from External Customers and Long-Lived Assets [Line Items]
Total net revenues	$ 74,654	$ 71,284

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SEGMENT INFORMATION (Subscription Revenues) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Total Subscription revenue	$ 825,338	$ 775,766
Subscription
Segment Reporting Information [Line Items]
Total Subscription revenue	463,637	342,129
SaaS
Segment Reporting Information [Line Items]
Total Subscription revenue	271,507	171,081
Non-SaaS
Segment Reporting Information [Line Items]
Total Subscription revenue	$ 192,130	$ 171,048

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DEBT (Components of Long-term Debt) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total face value	$ 3,350,000	$ 3,350,000
Less: unamortized discount	(6,035)	(6,276)
Less: unamortized issuance costs	(16,511)	(17,397)
Total debt	3,327,454	3,326,327
2026 Notes | Unsecured Debt
Debt Instrument [Line Items]
Total face value	750,000	750,000
Total debt	743,298
2027 Notes | Unsecured Debt
Debt Instrument [Line Items]
Total face value	750,000	750,000
Total debt	744,930
2030 Notes | Unsecured Debt
Debt Instrument [Line Items]
Total face value	750,000	750,000
Total debt	740,582
2021 Term Loan Credit Agreement
Debt Instrument [Line Items]
Total face value	1,000,000	1,000,000
2020 Credit Agreement | Term Loan Credit Agreement
Debt Instrument [Line Items]
Total face value	$ 100,000	$ 100,000

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DEBT (Narrative) (Details)								3 Months Ended
	Feb. 26, 2021 USD ($)	Feb. 18, 2021 USD ($)	Feb. 05, 2021 USD ($) quarter	Jan. 16, 2021 USD ($)	Jan. 30, 2020 USD ($)	Jan. 21, 2020 USD ($)	Nov. 26, 2019 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Feb. 25, 2020 USD ($)	Nov. 15, 2017 USD ($)
Debt Instrument [Line Items]
Proceeds from senior notes, net of issuance costs								$ 0	$ 741,393,000
Unsecured Debt
Debt Instrument [Line Items]
Redemption price as percent of aggregate principle amount (percent)								101.00%
Line of Credit
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity							$ 250,000,000
Debt instrument, term							5 years
Additional borrowing capacity							$ 250,000,000
Amount outstanding								$ 0		$ 0
ASR Counterparty
Debt Instrument [Line Items]
Amount expended on share repurchases in open market transactions					$ 1,000,000,000
2026 Notes | Unsecured Debt
Debt Instrument [Line Items]
Debt instrument, face amount		$ 750,000,000						750,000,000
Stated interest rate percentage		1.25%
Proceeds from senior notes, net of issuance costs		$ 741,400,000
2030 Notes | Unsecured Debt
Debt Instrument [Line Items]
Debt instrument, face amount								750,000,000			$ 750,000,000
Stated interest rate percentage											3.30%
2027 Notes | Unsecured Debt
Debt Instrument [Line Items]
Debt instrument, face amount								$ 750,000,000				$ 750,000,000
Stated interest rate percentage												4.50%
Minimum | Line of Credit
Debt Instrument [Line Items]
Quarterly facility fee (percent)								0.11%
Maximum | Line of Credit
Debt Instrument [Line Items]
Quarterly facility fee (percent)								0.20%
2021 Term Loan Credit Agreement
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity	$ 1,000,000,000		$ 1,000,000,000
Proceeds from term loan credit agreement	$ 1,000,000,000
Consolidated leverage ratio (not more than)			4.0
Mandatory step-down consolidated leverage ratio			3.75
Qualified Acquisition step-down consolidated leverage ratio			4.25
Number of fiscal quarters following a qualified acquisition | quarter			4
Consolidated interest coverage ratio			3.0
2020 Credit Agreement
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity						$ 1,000,000,000
Proceeds from term loan credit agreement					$ 1,000,000,000
2020 Credit Agreement | 364-day Term Loan Facility
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity						$ 500,000,000
Debt instrument, term						364 days
2020 Credit Agreement | Term Loan Credit Agreement
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity						$ 500,000,000
Debt instrument, term						3 years
Amended Term Loan Credit Agreement
Debt Instrument [Line Items]
Consolidated leverage ratio (not more than)			4.0
Mandatory step-down consolidated leverage ratio			3.75
Qualified Acquisition step-down consolidated leverage ratio			4.25
Number of fiscal quarters following a qualified acquisition | quarter			4
Letter of Credit | Line of Credit
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity							25,000,000
Swing Line Loans | Line of Credit
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity							$ 10,000,000
Amended Credit Agreement
Debt Instrument [Line Items]
Consolidated leverage ratio (not more than)			4.0
Mandatory step-down consolidated leverage ratio			3.75
Qualified Acquisition step-down consolidated leverage ratio			4.25
Number of fiscal quarters following a qualified acquisition | quarter			4
Credit Agreement | 364-day Term Loan Facility
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity				$ 1,450,000,000
Debt instrument, term				364 days
Debt issuance costs expensed									$ 5,400,000

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DERIVATIVE FINANCIAL INSTRUMENTS (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Cash flow hedge instrument term, maximum	12 months
Cumulative unrealized gain (loss) on cash flow derivative instruments	$ (1.2)	$ (0.6)

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DERIVATIVE FINANCIAL INSTRUMENTS (Schedule Of The Fair Values Of Derivative Instruments) (Details) - Cash Flow Hedging - Foreign currency forward contracts - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Derivatives Designated as Hedging Instruments | Prepaid expenses and other current assets
Asset Derivatives
Asset derivatives	$ 400	$ 694
Derivatives Designated as Hedging Instruments | Accrued expenses and other current liabilities
Liability Derivatives
Liability derivatives	1,714	1,358
Derivatives Not Designated as Hedging Instruments | Prepaid expenses and other current assets
Asset Derivatives
Asset derivatives	4,578	47
Derivatives Not Designated as Hedging Instruments | Accrued expenses and other current liabilities
Liability Derivatives
Liability derivatives	$ 27	$ 173

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DERIVATIVE FINANCIAL INSTRUMENTS (Schedule Of Effect Of Derivative Instruments On Financial Performance) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss Recognized in Other Comprehensive Loss	$ (642)	$ (2,806)
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss	(386)	1,943
Foreign currency forward contracts | Derivatives Not Designated as Hedging Instruments | Other (expense) income, net
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain Recognized in Income on Derivative	5,365	13,096
Cash Flow Hedging | Foreign currency forward contracts | Derivatives Designated as Hedging Instruments
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss Recognized in Other Comprehensive Loss	(642)	(2,806)
Cash Flow Hedging | Foreign currency forward contracts | Derivatives Designated as Hedging Instruments | Operating expenses
Derivative Instruments, Gain (Loss) [Line Items]
Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss	$ (386)	$ 1,943

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DERIVATIVE FINANCIAL INSTRUMENTS (Schedule Of Net Notional Foreign Currency Forward Contracts Outstanding) (Details) - Mar. 31, 2022 € in Thousands, ₩ in Thousands, ₨ in Thousands, ¥ in Thousands, ¥ in Thousands, £ in Thousands, kr in Thousands, SFr in Thousands, Kč in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands	AUD ($)	GBP (£)	CAD ($)	CNY (¥)	CZK (Kč)	EUR (€)	HKD ($)	INR (₨)	JPY (¥)	KRW (₩)	SGD ($)	CHF (SFr)	SEK (kr)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Net notional foreign currency forward contracts outstanding	$ 12,700	£ 13,000	$ 3,450	¥ 19,000	Kč 17,300	€ 6,636	$ 8,550	₨ 337,000	¥ 1,234,000	₩ 357,000	$ 13,400	SFr 298,150	kr 3,000

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INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Effective tax rate	18.10%	(10.90%)
Net unrecognized tax benefit	$ 104.4		$ 103.5
Unrecognized tax benefits that would impact effective tax rate	90.2
Unrecognized tax benefits, interest on income taxes accrued	1.7
Net deferred tax assets	$ 406.3

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TREASURY STOCK (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Equity, Class of Treasury Stock [Line Items]
Available to repurchase common stock	$ 625,600
Number of shares withheld to satisfy minimum tax withholding obligations (in shares)	427,382	335,347
Total tax withholding for share-based compensation	$ 43,688	$ 46,745
Open Market Purchases
Equity, Class of Treasury Stock [Line Items]
Amount expended on share repurchases in open market transactions	$ 0	$ 0

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COMMITMENTS AND CONTINGENCIES (Details)	1 Months Ended		3 Months Ended
	May 31, 2021 USD ($)	May 31, 2020 USD ($)	Mar. 31, 2022 USD ($) numberOfComplaint
United States District Courts
Other Commitments [Line Items]
Loss contingency, new claims filed, number | numberOfComplaint			11
United States District Court, Southern District of New York
Other Commitments [Line Items]
Loss contingency, new claims filed, number | numberOfComplaint			6
United States District Court, Eastern District of New York
Other Commitments [Line Items]
Loss contingency, new claims filed, number | numberOfComplaint			3
United States District Court, Eastern District of Pennsylvania
Other Commitments [Line Items]
Loss contingency, new claims filed, number | numberOfComplaint			1
United States District Court, District of Delaware
Other Commitments [Line Items]
Loss contingency, new claims filed, number | numberOfComplaint			1
Use of Certain Cloud Services through June 2029
Other Commitments [Line Items]
Purchase commitment		$ 1,000,000,000
Remaining obligation under purchase commitment			$ 825,800,000
Use of Certain Cloud Services through May 2024
Other Commitments [Line Items]
Purchase commitment	$ 100,000,000
Remaining obligation under purchase commitment			46,100,000
Purchase commitment in fiscal 2021			32,000,000
Purchase commitment in fiscal 2022			24,000,000
Purchase commitment in fiscal 2023			24,000,000
Purchase commitment at any time over the three-year term			$ 20,000,000

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RESTRUCTURING (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring and related activities, completion period	18 months
Restructuring costs and asset impairment charges	$ 18,078,000	$ 0
2021 Restructuring Program
Restructuring Cost and Reserve [Line Items]
Restructuring costs and asset impairment charges	18,078,000
2021 Restructuring Program | Impairment of Operating Lease Right of Use Assets and Property and Equipment
Restructuring Cost and Reserve [Line Items]
Total charges incurred	121,400,000
Restructuring costs and asset impairment charges	6,500,000
2021 Restructuring Program | Impairment Of Operating Lease Right Of Use Assets
Restructuring Cost and Reserve [Line Items]
Restructuring costs and asset impairment charges	3,400,000
2021 Restructuring Program | Impairment of Property and Equipment
Restructuring Cost and Reserve [Line Items]
Restructuring costs and asset impairment charges	3,100,000
2021 Restructuring Program | Minimum
Restructuring Cost and Reserve [Line Items]
Restructuring and related activities, expected cost	153,000,000
2021 Restructuring Program | Minimum | Employee Severance
Restructuring Cost and Reserve [Line Items]
Restructuring and related activities, expected cost	67,000,000
2021 Restructuring Program | Minimum | Impairment of Right-of-use and Other Assets
Restructuring Cost and Reserve [Line Items]
Restructuring and related activities, expected cost	40,000,000
2021 Restructuring Program | Minimum | Contract Termination
Restructuring Cost and Reserve [Line Items]
Restructuring and related activities, expected cost	20,000,000
2021 Restructuring Program | Minimum | Impairment Of Intangible Assets
Restructuring Cost and Reserve [Line Items]
Restructuring and related activities, expected cost	26,000,000
2021 Restructuring Program | Maximum
Restructuring Cost and Reserve [Line Items]
Restructuring and related activities, expected cost	240,000,000
2021 Restructuring Program | Maximum | Employee Severance
Restructuring Cost and Reserve [Line Items]
Restructuring and related activities, expected cost	90,000,000
2021 Restructuring Program | Maximum | Impairment of Right-of-use and Other Assets
Restructuring Cost and Reserve [Line Items]
Restructuring and related activities, expected cost	75,000,000
2021 Restructuring Program | Maximum | Contract Termination
Restructuring Cost and Reserve [Line Items]
Restructuring and related activities, expected cost	35,000,000
2021 Restructuring Program | Maximum | Impairment Of Intangible Assets
Restructuring Cost and Reserve [Line Items]
Restructuring and related activities, expected cost	$ 40,000,000

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RESTRUCTURING (Restructuring Charges) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Restructuring Cost and Reserve [Line Items]
Total 2021 Restructuring Program charges	$ 18,078	$ 0
2021 Restructuring Program
Restructuring Cost and Reserve [Line Items]
Employee severance and related costs	11,581
ROU asset impairment	3,397
Asset impairment charges	3,100
Total 2021 Restructuring Program charges	$ 18,078

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RESTRUCTURING (Activity in Restructuring Accruals) (Details) - 2021 Restructuring Program $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Restructuring Reserve [Roll Forward]
Balance, beginning	$ 28,102
Employee severance and related costs	11,581
Payments	(23,479)
Balance, ending	$ 16,204

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STATEMENT OF CHANGES IN EQUITY (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ 547,257	$ 112,143
Beginning balance, treasury shares (in shares)	(200,313,000)
Shares issued under stock-based compensation plans	$ 1,143
Stock-based compensation expense	78,098	86,862
Common stock issued under employee stock purchase plan	$ 22,162	$ 25,757
Restricted shares turned in for tax withholding (in shares)	(427,382)	(335,347)
Restricted shares turned in for tax withholding	$ (43,688)	$ (46,745)
Cash dividends declared and paid		(45,522)
Value of assumed equity awards related to pre-combination service		28,885
Other comprehensive loss, net of tax	(645)	(1,736)
Net income	$ 60,232	90,048
Ending balance, treasury shares (in shares)	(200,740,000)
Ending balance	$ 664,559	$ 249,692
Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)	325,174,000	321,964,000
Beginning balance	$ 325	$ 322
Shares issued under stock-based compensation plans (shares)	1,272,000	962,000
Shares issued under stock-based compensation plans	$ 2	$ 1
Common stock issued under employee stock purchase plan (shares)	255,000	228,000
Common stock issued under employee stock purchase plan	$ 0	$ 0
Ending balance (in shares)	326,701,000	323,154,000
Ending balance	$ 327	$ 323
Additional Paid In Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	7,041,576	6,608,018
Shares issued under stock-based compensation plans	1,141	(1)
Stock-based compensation expense	78,098	86,862
Common stock issued under employee stock purchase plan	22,162	25,757
Value of assumed equity awards related to pre-combination service		28,885
Other	(614)	2,537
Ending balance	7,142,363	6,752,058
Retained Earnings
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	5,100,624	4,984,333
Cash dividends declared and paid		(45,522)
Other	614	(2,537)
Net income	60,232	90,048
Ending balance	5,161,470	5,026,322
Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(2,896)	(3,649)
Other comprehensive loss, net of tax	(645)	(1,736)
Ending balance	(3,541)	(5,385)
Common Stock in Treasury
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ (11,592,372)	$ (11,476,881)
Beginning balance, treasury shares (in shares)	(200,313,000)	(199,443,000)
Restricted shares turned in for tax withholding (in shares)	(427,000)	(335,000)
Restricted shares turned in for tax withholding	$ (43,688)	$ (46,745)
Ending balance, treasury shares (in shares)	(200,740,000)	(199,778,000)
Ending balance	$ (11,636,060)	$ (11,523,626)

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PROPOSED MERGER TRANSACTION (Details) - EverGreen Coast Capital Corporation $ / shares in Units, $ in Millions	Jan. 31, 2022 USD ($) $ / shares
Business Acquisition [Line Items]
Merger agreement share price (in dollar per share) | $ / shares	$ 104.00
Parent termination fee payable	$ 409.0
Company termination fee payable	$ 818.0