UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Citrix
Systems, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Citrix Systems, Inc. (“Citrix”) is filing definitive additional materials contained in this Schedule
14A with the Securities and Exchange Commission in connection with its solicitation of proxies from its stockholders for its 2016 Annual Meeting of Stockholders.
Shareholder Engagement Spring 2016 © 2016 Citrix
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Citrix Systems Overview For 27 years, Citrix has been creating better business outcomes by improving productivity, and making businesses far more agile and responsive to change—both
through information technology innovation as well as business innovation. We are organized into two key business segments: Enterprise and Service Provider Workspace Services • Windows App Delivery products are built to transform and reduce the
cost of traditional Windows app and desktop management • Citrix Workspace Suite is a complete, integrated business mobility solution for helping people and businesses become more productive • Mobile App Delivery helps organizations secure
and manage mobile devices along with the apps and data that reside on the mobile device Delivery Networking • Delivery Networking products allow organizations to deliver cloud services to any device with high performance, security and
reliability, including NetScaler, our all in-one application delivery controller designed to make applications run up to five times faster Cloud Services • Enables business professionals to manage and share data securely and easily and solves
the mobility and collaboration needs of users through ShareFile and Citrix Workspace Cloud Mobility Apps Communications Cloud & Workflow Cloud Our “GoTo” family of products allows organizations to enable mobile workstyles and offers
employees the ability to collaborate and share information through a wide range of platforms: • GoToMeeting • GoToAssist • GoToWebinar • OpenVoice • GoToTraining • Grasshopper • GoToMyPC In 2015, we implemented a
strategic realignment of the business, including the proposed spinoff of our GoTo family of products into a separate public company, and the implementation of a restructuring program to focus on the simplification of our product portfolio and
enterprise go-to-market 2 © 2016 Citrix
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A Three Stage Process to Create Shareholder Value
Retain
Mark Templeton
Through October 2015
Retained key executives, employees and Citrix culture Retained customers and partner network
Ensured seamless delivery of product innovation Facilitated Board transformation
Transform
Robert Calderoni
July 2015 - Present
Refreshed Board membership and hired executive leaders
Rapidly executed strategic initiatives, including product portfolio rationalization and head count reductions
Completed operational review and increased profitability
Targeted at least 28% non-GAAP operating margin for 2016 and 30% for 20171
Strong Q1 2016 with record-breaking cash flow
900 bps2 op margin expansion in a single year Closed 51 $1M+ deals, a 30% increase Operating cash flow increased 16% Earnings per share increased 200%
Grow
Kirill Tatarinov
January 2016 - Present
Growth-oriented CEO with strong technology background and a proven track record of growing businesses and
driving operational performance at BMC and Microsoft Introduced forward looking vision, values and competencies into the company After strong Q1 2016, raised revenue and profitability guidance for FY 2016 Expanded strategic partnership with
Microsoft to help enterprises embrace digital transformation with cloud and mobility solutions
Announced
cloud-first innovations to enable a unified Workspace-as-a-Service offering that expands Citrix’s addressable market
1 Management’s target as of November 17, 2015. GAAP operating margin for the twelve months ending December 31, 2016 is targeted to be at least 16.6%. Citrix is not reaffirming its
guidance by restating it in this presentation. See Appendix A for Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP Measures.
2 GAAP operating margin for the quarters ended March 31, 2015 and March 31, 2016 was 9.6% and 13.4%, respectively. Citrix is not reaffirming its guidance by restating it in this
presentation. See Appendix A for Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP Measures.
3 © 2016 Citrix
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Compensation Decisions to Deliver a Value-Creating Strategy Business Compensation Board Outcomes Decisions Considerations CEO Mark Templeton Announced Retirement Retain Mr.
Templeton to maintain active leadership and culture that retained our employees, customers and partner network Retention Agreement included: Retention bonus Accelerated vesting of service-based equity awards Life insurance and
miscellaneous benefits Strong Q3 2015 Results: Quarterly revenue up 7% year over year Non-GAAP operating margin of 26%1 Non-GAAP diluted EPS of $1.041 Robert Calderoni Appointed Executive Chairman Mr. Calderoni was the right
transformative leader to address operational challenges Mr. Calderoni had proven success in implementing a turnaround at Ariba Base Salary: $1M Long Term Equity Based Incentive Awards: Performance-Based Units: 33% Service-Based Units:
67% Updated Operations Strategy: Non-GAAP diluted EPS outlook of $4.40—$4.50 for 20162 Targeted at least 28% non-GAAP operating margin for 2016 and 30% for 20172 Announced plans to spin off GoTo businesses into separate company
Robert Calderoni Appointed Interim CEO Mr. Calderoni was the ideal candidate; his deep involvement in managing the business as Executive Chairman had secured him full confidence of executive team Company needed active leadership during the
search for full-time CEO Base Salary: Unchanged Annual Target Cash Incentive: $1.25M Long Term Equity Based Incentive Awards: Restricted Stock: 100% Strong FY 2015: Record annual cash flow; 22% increase from FY 2014 Q1 2016
Results: Record quarterly cash flow; 16% increase from Q1 2015 Quarterly revenue up 9% Kirill Tatarinov Appointed CEO Mr. Tatarinov brings a growth oriented mix of operational, technology and product expertise, and senior leadership
experience from BMC and Microsoft Base Salary: $1M Annual Target Cash Incentive: $1.25M Long Term Equity Based Incentive Awards: Performance-Based Units: 65% Restricted Stock: 35% Outlook for FY 2016: Net revenue targeted in the range
of $3.3B to $3.4B Non-GAAP diluted EPS targeted in the range of $4.90 -$5.003 Outlook for Q2 2016: Net revenue targeted in the range of $810M to $820M Non-GAAP diluted EPS targeted in the range of $1.12 to $1.153 1 GAAP operating
margin for the quarter ended September 30, 2015 was 7.8%. GAAP diluted EPS for the quarter ended September 30, 2015 was $0.35. See Appendix A for Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP Measures. 2 Management’s
targets as of November 17, 2015. As of April 20, 2016, for the twelve months ending December 31, 2016, GAAP diluted earnings per share is targeted to be in the range of $2.75 to $2.90 and non-GAAP diluted earnings per share is targeted to be in the
range of $4.90 to $5.00. GAAP operating margin for the twelve months ending December 31, 2016 is targeted to be at least 16.6%. Citrix is not reaffirming its guidance by restating it in this presentation. See Appendix A for Reconciliation of
Non-GAAP Financial Measures to Comparable U.S. GAAP Measures. 3 Management’s targets as of April 20, 2016. GAAP diluted earnings per share for the twelve months ending December 31, 2016 is targeted to be in the range of $2.75 to $2.90. GAAP
diluted earnings per share for the three months ending June 30, 2016 is targeted to be in the range of $0.61-$0.66. Citrix is not reaffirming its guidance by restating it in this presentation. See Appendix A for Reconciliation of Non-GAAP Financial
Measures to Comparable U.S. GAAP Measures. 4 © 2016 Citrix
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Timeline of Strategic Transformation In 2015, we launched a set of transformative initiatives to simplify our strategic focus, while simultaneously implementing a significant management
and business transition Operational Review • Board and management began a targeted strategic and operational review process Transition Catalyst • As an outcome of reaching an accord with Elliott, Mark Templeton announced his intent to
retire • Acceleration of operational review and formation of Operations Committee • Robert Calderoni appointed Executive Chairman and Chair of Operations Committee • Jesse Cohn appointed to the Board • Board formed CEO Search
Committee Began Transformation • Mark Templeton retired during ongoing CEO search • Robert Calderoni appointed Interim CEO • A number of senior leaders leave Citrix • Filled key senior leadership roles Delivered Results •
Record annual cash flow from operations of $1.03 billion • TSR for 2015 equates to $2B equity value creation • Quarterly non-GAAP operating margin of 32%2 • Quarterly non-GAAP diluted EPS of $1.662 • Quarterly revenue up 6% year
over year Continued Outperformance • Quarterly revenue up 9% year over year • Record quarterly cash flow from operations of $340 million • Quarterly non-GAAP operating margin of 29%2 • Quarterly non-GAAP diluted EPS of $1.182
Late 2014-Spring 2015 July 2015 Oct. 2015 Dec. 2015 Apr. 2016 June 2015 Elliott Letter • Board began discussions with Elliott Management after Elliott announced “new Citrix plan,” which aligned with the Board’s ongoing strategic
actions Summer – Fall 2015 Retaining Key Relationships Negotiated Mark Templeton’s retention agreement Implemented executive incentive program for key executives Nov. 2015 Refocused Business • Refocused business and positioned Citrix
for future growth by: • Simplifying strategy and messaging • Rationalizing product portfolio (only targeting products aligned with strategy) • Announcing proposed spin-off of the GoTo business • Optimizing go-to-market,
facilities and G&A operating expenses • Targeting expansion of non-GAAP operating margin to 30% by FY ‘17 (from 22.5% in FY ‘14) 1 Jan. 2016 Positioned for Growth • Appointed Kirill Tatarinov President and CEO 2015—2016
1 Management’s target as of November 17, 2015. GAAP operating margin for the twelve months ending December 31, 2016 is targeted to be at least 16.6%. Citrix is not reaffirming its guidance by restating it in this presentation. See Appendix A
for Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP Measures. 2 GAAP operating margin for the quarter ended December 31, 2015 was 12.4%. GAAP diluted earnings per share for the quarter ended December 31, 2015 was $0.84. GAAP
operating margin for the quarter ended March 31, 2016 was 13.4%. GAAP diluted earnings per share for the quarter ended March 31, 2016 was $0.54. See Appendix A for Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP Measures. 5
© 2016 Citrix
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Revenue and Margin Improvement After Transformation • Significantly and rapidly outperformed consensus revenue and margin expectations in 2015 and Q1 2016, delivering revenue growth
while increasing margins • Delivered 25.7% non-GAAP operating margin in 20151 • In the most recent quarter, non-GAAP operating margin improved by over 900 bps from the prior year while increasing revenue by 9%1 Revenue Growth – Year
over Year Pre-Transformation: Revenue Declining Post-Transformation: Revenue Increasing 12.0% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% Q3 ‘14 Q4 ‘14 Q1 ‘15 Q2’ 15 Q3 ‘15 Q4 ‘15 Q1 ‘16 Analyst Consensus Actual Revenue Growth
8.5% 6.5% 6.1% 5.1% 4.3% 1.9% 1.3% 0.9% 8.5% 7.2% 6.3% 4.2% 3.5% 3.3% Non-GAAP Operating Margin(1) Pre-Transformation: Operating Margin Declining Post-Transformation: Operating Margin Increasing 31.0% 29.0% 27.0% 25.0% 23.0% 21.0% 19.0% 17.0% 15.0%
Analyst Consensus Actual Non-GAAP Operating Margin Management’s Targets as of November 17, 2015 2011A 2012A 2013A 2014A 2015A 2016(2) 2017(2) 1 GAAP operating margin for the quarters ended March 31, 2015 and March 31, 2016 was 9.6% and 13.4%,
respectively. GAAP operating margin for the twelve months ended December 31, 2015, December 31, 2014, December 31, 2013, December 31, 2012 and December 31, 2011 was 10.7%, 9.6%, 13.1%, 15.1% and 18.9%, respectively. GAAP operating margin for the
twelve months ending December 31, 2016 is expected to be at least 16.6%. Citrix is not reaffirming its guidance by restating it in this presentation. See Appendix A for Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP Measures.
2 Management’s targets as of November 17, 2015. Citrix is not reaffirming its guidance by restating it in this presentation. 6 © 2016 Citrix
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Strong Performance for Our Shareholders
Citrix
emerged from challenging operational performance in 2013 and 2014, into a year of growth, value creation and outperformance
•4% increase in annual revenue to $3.28 billion
•Net income of $319 million, or $1.99 per diluted share
•$1.03 billion in cash flow from operations
Citrix’s 2015 Total Shareholder Return equates to approx.
$2 billion of equity value creation, versus nearly $130 million of equity value creation in 2014 (approx. a
1,300% increase year over year)
$292
$340
Operating Cash Flow (Millions)
Q1 2015
Q1 2016
$0.18
$0.54
Earnings Per Share
Q1 2015
Q1 2016
•Revenue outperformed Morgan Stanley
Tech Peer group by 10 percentage points year over year
•Non-GAAP earnings per diluted share outperformed
analyst expectations by 30%
•Cash flow from operations outperformed Morgan Stanley Tech Peer group by 20
percentage points year over year
$761 $826
Revenue
Q1 2015
Q1 2016
$2,918
$3,143
$3,276
Revenue (Millions)
2013
2014
2015 $928
$846 $1,035
Operating Cash Flow (Millions)
2013
2014
2015
$1.80
$1.47
$1.99
Earnings Per Share
2013
2014
2015
7
© 2016 Citrix
Operational Transformation Delivering Returns We attribute our top quartile performance in 2015 and continued outperformance in Q1 2016 to the strategic and operational initiatives adopted
and implemented in the second half of 2015 Citrix under-performed major market indices, increasing 15% over last three years 80% 60% 40% 20% 0% -20% -40% Dec- Jun- Dec-2 Jun-2 Dec- Jun- Dec-2012 2013 013 014 2014 2015 2015 CTXS Relative Performance
– Three Years Citrix outperformed major market indices, increasing 19% in 2015 year-over-year 40% 30% 20% 10% 0% -10% -20%
Dec- Mar- Jun-Sept-Dec-
2014 2015 201520152015
CTXS Relative Performance – One Year Citrix outperformed major market indices during transformation, increasing 9% year-over-year 40% 30% 20% 10% 0% -10% -20% Dec- Apr- Jun- Oct- Dec-
Apr- 2014 3/06/ 2015 5 6/19/15 2015 12015 /0 /15 2015 /15/16 2016 CTXS Relative Performance – 16 Months Citrix S&P 500 NASDAQ Morgan Stanley High Tech Dow Jones 8 © 2016 Citrix
Reshaping Our Executive Leadership for the Future
After a successful transition, our executive management team is positioned to drive a critical shift in strategy, and to
effectively execute it
•During the second half of 2015, Mr. Templeton continued to play a critical role
in retaining and leading our management team, preserving our operational capacity, preserving the Citrix culture and the commitment and engagement of our employees, partners and customers, and facilitating a smooth transition to his successor during
a critical transition period for Citrix
Mark B. Templeton
Chief Executive Officer
Robert M. Calderoni
Executive Chairman / Interim
CEO
Kirill Tatarinov
Chief Executive Officer
•Our Executive
Chairman, Mr. Calderoni, was appointed Interim CEO and President; charged with leading the execution of our strategic and operational initiatives while also leading the search for our next CEO
•Our Board viewed Mr. Calderoni’s appointment as our Interim CEO as critical to executing on the actions needed
to increase our profitability by bringing Citrix in line with comparable companies, all in order to create significant shareholder value
•His role as Executive Chairman provided him with a deep dive into the operations of the company, while his past experience leading Ariba through a turnaround gave him experience with
leading Citrix through change
•Mr. Tatarinov was chosen as CEO because he is a growth-oriented leader
with strong product and technology expertise and proven operational skills
•Mr. Tatarinov has a proven
track record at BMC and Microsoft of growing businesses and driving operational performance
Robert M.
Calderoni
Executive Chairman
•Mr. Calderoni continues in his role as Executive Chairman on our Board, and is focused on working with Mr. Tatarinov to drive the execution of our strategic plan, including the
proposed spin-off of the GoTo family of products, operational efficiency, capital structure and product portfolio simplification
Robert M. Calderoni
Executive Chairman
•Mr. Calderoni, an independent member of our Board, was appointed Executive Chairman and Chair of the
Operations Committee to lead our operational review with increased focus and speed
Retain: July – October
2015
Transform: October 2015 – January 2016
Grow: January 2016 - Present
We have also appointed 6 other new executive team members since January 2015
9
© 2016 Citrix
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Retain: Retention Agreements During a Critical Time of Change Minimizing disruption was critical to executing on the actions needed to increase our profitability To encourage Mr.
Templeton to remain employed with us until his successor was appointed, our Board and Compensation Committee negotiated with Mr. Templeton to mutually agree on a retention bonus and benefits arrangements Mr. Templeton’s leadership was
critical to maintaining the commitment of employees, customers and our partner network during this transition period In connection with our significant strategic and operational initiatives in 2015, including the search for a new CEO, the
Compensation Committee considered the key role that our other executive officers and key employees would play in furthering these initiatives and maintaining the commitment and engagement of our employees, partners and customers Terms of CEO
Templeton’s Retention Agreement1 Pay Element 2x Annual Base Salary 2x Target VCIP Accelerated Vesting of Outstanding Service-Based Equity Awards Miscellaneous Component(s) Cash, $1.85M Cash, $2.4M RSUs, 104,042 shares ($8.6M3) Health benefits,
insurance, etc. $1M (approx.) One-Time Employee Retention and Incentive Award Structure2 Form of Award 50% Service-Based Restricted Stock Units 50% Performance-Based Restricted Stock Units Vesting Schedule 50% April 1, 2016 50% October 1, 2016 Vest
based on achievement of a non-GAAP operating margin target of 28% in Fiscal Year 2016 Mr. Templeton forfeited 155,582 performance-based restricted stock units ($11.7M4) upon his departure 1 As reflected in the Summary Compensation Table, in addition
to the retention agreement, Mr. Templeton received prorated base salary compensation of $740,057 and was awarded $1,147,197 in prorated cash bonus compensation for his service during 2015 2 We also established severance agreements with certain
employees as part of this retention arrangement 3 Consists of 104,042 restricted stock units multiplied by a per share price of $82.75, which was the closing price per share of our common stock on the vesting date 4 Calculated based on the grant
date fair value of the forfeited awards 10 © 2016 Citrix
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Transform: Compensation for Executive Chairman Mr. Calderoni was the ideal candidate for Executive Chairman given his success in implementing a turnaround at Ariba. The Board structured
compensation to reflect that his role as a transformative Executive Chairman would involve more direct management of the business than a typical Board seat Responsibilities of Executive Chairman • Drives development of our strategic plan to
transform our business by improving Citrix margins, profitability and capital structure, including 2015 operational review and review of strategic alternatives for GoTo family of products • Sets agendas for and chairs Board meetings •
Coordinates with chairs of Board committees • Assists Nominating and Corporate Governance Committee with the Board’s annual evaluation and self-assessment • Assists Nominating and Corporate Governance Committee with Board composition
and evolution planning, including review of committee memberships Robert Calderoni July 2015 Executive Chairman Compensation Package Pay Element Base Salary Long Term Equity Based Incentive Awards Components Cash, $1M Performance-Based Awards, 33%
(2 grants of 23,826 RSUs each) ($2.5M)1 Restricted Stock Units, 67% 95,303 Shares (service-based) ($7.2M)1 Notes Evaluated on an annual basis TSR performance metric; 2016 non-GAAP operating margin metric of 28% Monthly vesting schedule over 18 month
period 1 Represents the aggregate grant date fair value of restricted stock unit awards in the year in which the grant was made 11 © 2016 Citrix
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Transform: Compensation for Interim CEO Mr. Calderoni was uniquely positioned to drive an acceleration of the transformation plan. Active leadership of the company was needed during the
continuation of the new CEO search. Compensation reflected that the intense, time-constrained role of Interim CEO was expected to deliver immediate change in operations and strategy Responsibilities of Interim CEO • Drives execution of our
strategic plan to transform our business by improving Citrix’s margins, profitability and capital structure • Leads product portfolio rationalization and head count reductions • Develops and drives our product and innovation strategy
• Oversees all corporate functions and go-to-market activities • Oversees the attainment of our strategic, operational and financial goals and strategic and operational planning • Sets strategic imperatives and priorities of the
organization • Determines hard cost-cutting and layoff measures • Chief spokesperson to our employees, customers, partners and shareholders Robert Calderoni October 2015 Interim CEO Compensation Package Pay Element Base Salary Annual Cash
Incentive Awards Long Term Equity Based Incentive Awards Severance Provisions2 Components Cash, $1M (received $430,556) Cash, $1.25M (Received $636,818)1 Restricted Stock, 100% 102,851 Shares (service-based) Accelerated Vesting of Restricted Stock:
($6.4M)3 Non-Competition Agt: ($3.4M) Cash Severance: ($3.4M) Health Benefits: ($37.6K) Notes Unchanged from Executive Chairman Compensation Package Targeted at 125% of base salary (25th percentile of compensation peers) 12 monthly installments (No
new equity awards in 2016) Only awarded if terminated “without cause” or resigned for “good reason” following a change in control 1 Amount adjusted pro-rata to the date Mr. Calderoni began service as Executive Chairman 2
Severance provisions terminated upon Mr. Tatarinov assuming the role of CEO 3 Consists of 85,709 shares of restricted stock multiplied by a per share price of $75.65, which was the closing price per share of our common stock on December 31, 2015 12
© 2016 Citrix
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Grow: New CEO Compensation Aligns with Peer Practices
Kirill Tatarinov is a growth-oriented leader with a strong technology background, an emphasis on strategic product development and proven operational skills
The Compensation Committee established a compensation framework for Kirill Tatarinov that is competitive with those of
CEOs at other major technology companies, and includes a significant portion of pay based on long-term company performance
Our Approach to Compensation
Link senior
executive’s annual target compensation directly with company performance
Payout opportunity levels for
executive variable cash compensation should motivate performance that meets or exceeds our financial plan objectives
Our shareholders seek long-term total shareholder return, and our executives should share that goal
To account for the speed of our business environment, we consider peer practices and shifts in our business strategy as we tailor compensation to the specific challenges facing the company
at any given time
Metrics tied to company performance, as opposed to broad-based market performance, to
optimize achievement
57% of Total CEO Pay is Performance-Linked
Kirill Tatarinov’s Compensation Package
Pay Element Components Link to Performance
Base
Salary Cash, $1M Evaluated on an annual basis
Targeted at 125% of base salary
Annual Cash
Cash, $1.25M (25th percentile of
Incentive Award
compensation peer group)
3-year TSR performance
Performance-Based RSUs,
65% (Target of 10% compounded
Long Term Equity 220,235 Shares annual growth over a 3-year
Based Incentive period)
Awards
Restricted Stock, 35%
3-year vesting schedule to occur
118,588 Shares
in 12 quarterly installments
(service-based)
Mr. Tatarinov’s equity awards reflect one-time onboarding awards granted in January 2016 at levels commensurate with market practice for CEO new hires
13 © 2016 Citrix
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Significant Board Refreshment & Reorganization in 2015 Our Board is focused on its evolution. Following Annual Meeting, 6 of 9 directors will have tenure of less than 3 years Appointed
4 directors Jesse A. Cohn Appointed Jul. 2015 Graham V. Smith Appointed Dec. 2015 Peter J. Sacripanti Appointed Dec. 2015 Kirill Tatarinov Appointed Jan. 2016 Citrix Board of Directors 6 directors departed Gary E. Morin (12 yrs. service) Resigned
May 2015 Asiff Hirji (9 yrs. service) Resigned Jul. 2015 Stephen Dow (26 yrs. service) Resigned Oct. 2015 Mark B. Templeton (17 yrs. service) Resigned Oct. 2015 Thomas F. Bogan (13 yrs. service) Not Standing For Re-Election Francis A. deSouza (2
yrs. service) Not Standing For Re-Election Our Corporate Governance Guidelines provide our Board with flexibility to select the appropriate leadership structure based on the specific needs of our business and the best interests of our shareholders.
We made the following changes in 2015: Creation of Executive Chairman Role Creation of Lead Ind. Director Role Creation of Operations Committee Creation of CEO Search Committee Appointment of Nanci Caldwell as Compensation Committee Chair
Appointment of Godfrey Sullivan as Nominating and Governance Committee Chair In July 2015, the Board appointed Thomas Bogan to serve as the Company’s Lead Independent Director alongside the Company’s Executive Chairman; and in February
2016, the Board appointed Godfrey Sullivan to Lead Independent Director 14 © 2016 Citrix
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Board of Directors
Our Board is well-positioned
to facilitate long-term strategy and hold management accountable to rigorous goals
Kirill Tatarinov
Chief Executive Officer & President
Former President, EVP and CVP of Business
Solutions, Microsoft
Former CVP of Management
& Solutions,
Microsoft
Director Since: January 2016
Nanci E. Caldwell
Compensation Committee Chair
Former EVP and CMO, PeopleSoft
Former VP,
Hewlett-Packard
Director Since: July 2008
Murray J. Demo
CFO, Atlassian Corporation
Former EVP and CFO,
Dolby Laboratories
Former EVP and CFO, Adobe
Director Since: February 2005
Robert M. Calderoni
Executive Chairman
Former Interim CEO and President, Citrix
Former Chairman and CEO, Ariba
Director Since: July 2015
Jesse A. Cohn
Senior Portfolio Manager, Elliott
Management
Director Since: July 2015
Peter J. Sacripanti
Co-Chair of the Executive Committee,
McDermott
Will & Emery
Partner, McDermott Will & Emery
Director Since: December 2015
Godfrey R. Sullivan
Lead Independent Director
Nominating & Governance Committee Chair
Chairman, Splunk
Former President and CEO, Splunk
Former President
and CEO, Hyperion
Director Since: February 2005
Robert D. Daleo
Audit Committee Chair
Finance Committee Chair
Retired Vice Chairman, Thomson Reuters
Former EVP and CFO, Thomson Reuters
Director Since: May 2013
Graham V. Smith
Former EVP of Finance, Salesforce
Former CFO and EVP, Salesforce
Director Since:
December 2015
Powerful Combined Skill Set
Executive Technology / Operations Finance Accounting Strategic M&A Legal Marketing
Leadership Software
15 © 2016 Citrix
Conclusion • Board took strategic actions to achieve strong company performance and position Citrix for long-term growth • Through significant leadership and operational changes,
Citrix emerged from challenging operational performance in 2013 and 2014, into a year of $2B equity value creation in 2015 • Continued to grow and achieved top quartile performance in Q1 2016 • Minimizing disruption for employees, partners
and customers was critical to executing on the actions needed to increase our profitability • Mark Templeton’s leadership ensured stability, Robert Calderoni’s leadership drove transformation, and Kirill Tatarinov’s leadership
positions Citrix for future growth We Ask for Your Support at our 2016 Annual Meeting 16 © 2016 Citrix
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Important Information In connection with the solicitation of proxies, on April 29, 2016, Citrix filed a definitive proxy statement with the Securities and Exchange Commission in connection
with Citrix’s 2016 Annual Meeting of Stockholders. CITRIX STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT SOLICITATION MATERIALS FILED BY CITRIX WITH THE SEC BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. Citrix’s definitive proxy statement and any other materials filed by Citrix with the SEC can be obtained free of charge at the SEC’s website at www.sec.gov. Citrix’s
definitive proxy materials are also available for free from Citrix at www.citrix.com under “investor relations” or by contacting MacKenzie Partners, Inc. at (212) 929-5500 or toll-free at 1-800-322-2885. The contents of the websites
referenced above are not deemed to be incorporated by reference into the proxy materials. Citrix and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Citrix in connection
with the 2016 Annual Meeting of Stockholders. Information concerning the interests of participants in the solicitation of proxies is included in the definitive proxy statement filed by Citrix with the SEC on April 29, 2016. 17 © 2016 Citrix
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Forward-Looking Statements This presentation contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this presentation do not constitute guarantees of future performance. Investors are cautioned that statements in this presentation, which are not strictly
historical statements, including, without limitation, statements concerning our expected future financial performance, plans, objectives and strategies, the proposed spinoff of our GoTo family of products and the expected benefits of our strategic
and operational review and related initiatives constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by
the forward-looking statements, including, without limitation, the failure to satisfy any conditions or otherwise complete the proposed spinoff; the uncertainty as to whether the anticipated benefits from the proposed spinoff will be realized if
completed; risks associated with changes and transitions in management personnel; the recruitment and retention of qualified employees; the impact of the global economy and uncertainty in the IT spending environment; the success and growth of our
product lines; our product concentration and our ability to develop and commercialize new products and services; risks associated with our acquisitions; our ability to maintain and expand our business; risks in effectively controlling operating
expenses; litigation; the impairment of assets; competition; and other risks detailed in our filings with the Securities and Exchange Commission. Unless otherwise noted, Citrix is providing this information as of May 25, 2016. Citrix assumes no
obligation to update any forward-looking statements contained in this presentation, which speak only as of the date made. 18 © 2016 Citrix
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Appendix A 19 © 2016 Citrix
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Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP Measures (Unaudited) Pursuant to the requirements of Regulation G, Citrix Systems, Inc. (the “Company”) has
provided a reconciliation of each non-GAAP financial measure used in this presentation to the most directly comparable GAAP financial measure, unless the Company has determined that such information is not available without unreasonable efforts.
These measures differ from GAAP in that they exclude amortization primarily related to acquired intangible assets and debt discount, stock-based compensation expenses, charges associated with the Company’s restructuring programs, separation
costs and the related tax effect of those items. The Company’s basis for these adjustments is described below. Management uses these non-GAAP measures for internal reporting and forecasting purposes, when publicly providing its business
outlook, to evaluate the Company’s performance and to evaluate and compensate the Company’s executives. The Company has provided these non-GAAP financial measures in addition to GAAP financial results because it believes that these
non-GAAP financial measures provide useful information to certain investors and financial analysts for comparison across accounting periods not influenced by certain non-cash items that are not used by management when evaluating the Company’s
historical and prospective financial performance. In addition, the Company has historically provided this or similar information and understands that some investors and financial analysts find this information helpful in analyzing the Company’s
operating margins, operating expenses and net income and comparing the Company’s financial performance to that of its peer companies and competitors. 20 © 2016 Citrix
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Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP Measures (Continued) (Unaudited) Management typically excludes the amounts described above when evaluating the
Company’s operating performance and believes that the resulting non-GAAP measures are useful to investors and financial analysts in assessing the Company’s operating performance due to the following factors: • The Company does not
acquire businesses on a predictable cycle. The Company, therefore, believes that the presentation of non-GAAP measures that adjust for the impact of amortization and certain stock-based compensation expenses and the related tax effects that are
primarily related to acquisitions, provide investors and financial analysts with a consistent basis for comparison across accounting periods and, therefore, are useful to investors and financial analysts in helping them to better understand the
Company’s operating results and underlying operational trends. • Amortization costs and the related tax effects are fixed at the time of an acquisition, are then amortized over a period of several years after the acquisition and generally
cannot be changed or influenced by management after the acquisition. • Although stock-based compensation is an important aspect of the compensation of the Company’s employees and executives, stock-based compensation expense is generally
fixed at the time of grant, then amortized over a period of several years after the grant of the stock-based instrument, and generally cannot be changed or influenced by management after the grant. • Under GAAP, certain convertible debt
instruments that may be settled in cash on conversion are required to be accounted for as separate liability (debt) and equity (conversion option) components in a manner that reflects the issuer’s non-convertible debt borrowing rate. The
difference between the imputed interest expense and the coupon interest expense, net of the interest amount capitalized, is excluded from management’s assessment of the company’s operating performance because management believes that the
exclusion of these charges will better help investors and financial analysts understand the Company’s operating results and underlying operational trends. • The charges incurred in conjunction with the Company’s restructuring
programs, which relate to reductions in headcount and the consolidation of leased facilities, are not anticipated to be ongoing costs; and, thus, are outside of the normal operations of the Company’s business. The Company, therefore, believes
that the exclusion of these charges will better help investors and financial analysts understand the Company’s operating results and underlying operational trends as compared to prior periods. • Charges or benefits related to significant
litigation are not anticipated to be ongoing costs; and, thus, are outside of the normal operations of the Company’s business. These charges or benefits are recorded in the period when it is probable a liability had been incurred and the amount
of loss can be reasonably estimated even though the subject matter of the underlying dispute may relate to multiple or different periods. As such, the Company believes that these expenses do not accurately reflect the underlying performance of
continuing operations for the period in which they are incurred. • Separation costs represent transaction and transition costs associated with preparing businesses for independent operations consisting primarily of financial advisory fees,
legal fees, accounting fees, tax services and information systems infrastructure duplication. These charges are not anticipated to be ongoing costs; and, thus, are outside of the normal operations of the Company’s business. As such, the Company
believes that these expenses do not accurately reflect the underlying performance of continuing operations for the period in which they are incurred. These non-GAAP financial measures are not prepared in accordance with accounting principles
generally accepted in the United States (“GAAP”) and may differ from the non-GAAP information used by other companies. There are significant limitations associated with the use of non-GAAP financial measures. The additional non-GAAP
financial information presented here should be considered in conjunction with, and not as a substitute for or superior to, the financial information presented in accordance with GAAP (such as net income and earnings per share) and should not be
considered measures of the Company’s liquidity. Furthermore, the Company in the future may exclude amortization primarily related to newly acquired intangible assets and debt discount, additional charges related to its restructuring programs,
significant litigation charges or benefits, separation costs and the related tax effects from financial measures that it releases, and the Company expects to continue to incur stock-based compensation expenses. 21 © 2016 Citrix
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Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP Measures (Continued) (Unaudited) CITRIX SYSTEMS, INC. Non-GAAP Financial Measures Reconciliation (In thousands, except
per share, gross margin and operating margin data—unaudited) The following tables show the non-GAAP financial measures used in this presentation reconciled to the most directly comparable GAAP financial measures. GAAP operating margin Add:
stock-based compensation Add: amortization of product related intangible assets Add: amortization of other intangible assets Non-GAAP operating margin GAAP operating margin Add: stock-based compensation Add: amortization of product related
intangible assets Add: amortization of other intangible assets Non-GAAP operating margin Twelve Months Ended December 31, 2011 18.9% 4.2% 2.5% 0.7% 26.3% Twelve Months Ended December 31, 2013 13.1% 6.3% 3.3% 1.4% 24.1% GAAP operating margin Add:
stock-based compensation Add: amortization of product related intangible assets Add: amortization of other intangible assets Non-GAAP operating margin GAAP operating margin Add: stock-based compensation Add: amortization of product related
intangible assets Add: amortization of other intangible assets Add: restructuring charges Add: charge related to a previously disclosed patent lawsuit Non-GAAP operating margin Twelve Months Ended December 31, 2012 15.1% 5.8% 3.1% 1.3% 25.3% Twelve
Months Ended December 31, 2014 9.6% 5.4% 4.7% 1.5% 0.6% 0.6% 22.4% 22 © 2016 Citrix
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Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP Measures (Continued) (Unaudited) CITRIX SYSTEMS, INC. Non-GAAP Financial Measures Reconciliation (In thousands, except
per share, gross margin and operating margin data—unaudited) The following tables show the non-GAAP financial measures used in this presentation reconciled to the most directly comparable GAAP financial measures. GAAP operating margin Add:
stock-based compensation Add: amortization of product related intangible assets Add: amortization of other intangible assets Add: separation costs Add: restructuring charges Non-GAAP operating margin Twelve Months Ended December 31, 2015 10.7% 4.4
4.0 3.3 0.2 3.1 25.7% GAAP operating margin Add: stock-based compensation Add: amortization of intangible assets Add: restructuring charges Non-GAAP operating margin Forward Looking Guidance As of November 17, 2015 Twelve Months Ended December 31,
2016 16.6% 5.6 3.3 2.5 28.0% 23 © 2016 Citrix
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Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP Measures (Continued) (Unaudited) CITRIX SYSTEMS, INC. Non-GAAP Financial Measures Reconciliation (In thousands, except
per share, gross margin and operating margin data—unaudited) The following tables show the non-GAAP financial measures used in this presentation reconciled to the most directly comparable GAAP financial measures. GAAP operating margin Add:
stock-based compensation Add: amortization of product related intangible assets Add: amortization of other intangible assets Add: restructuring charges Add: charge related to a patent lawsuit Non-GAAP operating margin Three Months Ended September
30, 2015 7.8% 4.8 2.5 9.5 1.7— 26.3 % Three Months Ended September 30, 2014 7.7% 5.7 3.1 1.3 0.4 2.7 20.9% GAAP operating margin Add: stock-based compensation Add: amortization of product related intangible assets Add: amortization of other
intangible assets Add: separation costs Add: restructuring charges Non-GAAP operating margin Three Months Ended December 31, 2015 12.4% 4.9 8.1 1.3 0.7 4.2 31.6% GAAP operating margin Add: stock-based compensation Add: amortization of product
related intangible assets Add: amortization of other intangible assets Add: restructuring charges Non-GAAP operating margin Three Months Ended March 31, 2014 9.6% 5.4 3.2 1.7 1.3 21.2% GAAP operating margin Add: stock-based compensation Add:
amortization of product related intangible assets Add: amortization of other intangible assets Add: separation costs Add: restructuring charges Non-GAAP operating margin Three Months Ended March 31, 2016 13.4% 5.1 1.8 0.9 1.8 5.6 28.6% 24 ©
2016 Citrix
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Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP Measures (Continued) (Unaudited) CITRIX SYSTEMS, INC. Non-GAAP Financial Measures Reconciliation (In thousands, except
per share, gross margin and operating margin data—unaudited) The following tables show the non-GAAP financial measures used in this presentation reconciled to the most directly comparable GAAP financial measures. GAAP earnings per share –
diluted Add: stock-based compensation Add: amortization of product related intangible assets Add: amortization of other intangible assets Add: amortization of debt discount Add: separation costs Add: restructuring charges Less: tax effects related
to above items Non-GAAP earnings per share – diluted Three Months Ended December 31, 2015 $0.84 0.28 0.47 0.07 0.05 0.04 0.24 (0.33) $1.66 2014 $0.58 0.25 0.27 0.08 0.05—0.02 (0.15) $1.10 GAAP earnings per share – diluted Add:
stock-based compensation Add: amortization of product related intangible assets Add: amortization of other intangible assets Add: amortization of debt discount Add: separation costs Add: restructuring charges Add: benefit related to a patent lawsuit
Less: tax effects related to above items Non-GAAP earnings per share – diluted Three Months Ended March 31, 2016 $0.54 0.27 0.10 0.05 0.05 0.09 0.30 — (0.22) $1.18 2015 $0.18 0.21 0.12 0.06 0.05—0.21 (0.01) (0.17) $0.65 GAAP earnings
per share – diluted Add: stock-based compensation Add: amortization of product related intangible assets Add: amortization of other intangible assets Add: amortization of debt discount Add: restructuring charges Add: charge related to a patent
lawsuit Less: tax effects related to above items Non-GAAP earnings per share – diluted Three Months Ended September 30, 2015 $0.35 0.24 0.12 0.48 0.05 0.08—(0.28) $1.04 25 © 2016 Citrix
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Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP Measures (Continued) (Unaudited) CITRIX SYSTEMS, INC. Non-GAAP Financial Measures Reconciliation (In thousands, except
per share, gross margin and operating margin data—unaudited) The following tables show the non-GAAP financial measures used in this presentation reconciled to the most directly comparable GAAP financial measures. Forward Looking Guidance As of
November 17, 2015 GAAP earnings per share – diluted Add: adjustments to exclude the effects of expenses related to stock-based compensation Add: adjustments to exclude the effects of amortization of intangible assets Add: adjustments to exclude
the effects of amortization of debt discount Add: adjustments to exclude the effects of restructuring charges Less: tax effects related to above items Non-GAAP earnings per share – diluted Twelve Months Ended December 31, 2016 $2.64 to $2.82
1.16 0.70 0.21 0.53 (0.74) to (1.02) $4.40 to $4.50 As of April 20, 2016 GAAP earnings per share—diluted Add: adjustments to exclude the effects of amortization of intangible assets Add: adjustments to exclude the effects of expenses related to
stock-based compensation Add: adjustments to exclude the effects of amortization of debt discount Add: adjustments to exclude the effects of separation costs Add: adjustments to exclude the effects of restructuring charges Less: tax effects related
to above items Non-GAAP earnings per share—diluted For the Three Months Ended June 30, 2016 $0.61 to $0.66 0.15 0.31 0.05 0.12 0.05 (0.14) to (0.22) $1.12 to $1.15 For the Twelve Months Ended December 31, 2016 $2.75 to $2.90 0.57 1.25 0.21 0.53
0.34 (0.65) to (0.90) $4.90 to $5.00 26 © 2016 Citrix
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27 © 2016 Citrix
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