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    JUNIPER NETWORKS, INC. 1194 N. Mathilda Avenue Sunnyvale, California 94089 www.juniper.net (408) 745-2000 2003 Annual Report Letter to Stockholders Notice of Annual Meeting of Stockholders and Proxy Statement Report on Form 10-K


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    To Our Valued Stockholders In 2003, Juniper Networks focused on 3 primary objectives, which enabled us to deliver growth in the business: Increase our strategic relationships with customers: Be the strategic partner to our customers in transforming their business of networking. Help them develop and realize the new business and operational models that will define their value to their constituents, and their ultimate success. — Juniper Networks is now deployed in 24 of the top 25 wireline service provider networks worldwide measured by capital expenditures. We have successfully established Juniper Networks in the US Federal government and we have continued to expand our presence in the wireless and cable marketplaces. Establish our leadership position in the industry and drive industry transformation: Be the recognized industry leader in the delivery of platforms that support strategic, mission critical networks. Build the leading example of the company, inside and out, that will be the model for success in our industry. — A new type of network is required that provides the flexibility of the Internet, but that moves beyond today’s Internet quality — a network which is not just ubiquitous, but also predictable, flexible and secure. Juniper Networks is taking the lead on building this new network with the Infranet Initiative. No single company can build the basic infranet structure. An infranet requires a fundamental shift from traditional networks to secure, reliable and predictable networking that will support today’s consumer and enterprise applications. We firmly believe that industry collaboration is the only way to build the network of the future that will benefit all parties: service providers, vendors, content providers, business and consumers. Partner strategically with others in our industry: Establish and lead the industry partnerships that will be needed to define the new public network. Develop the relationships and the results that will enable Juniper and its partners to deliver value to our constituents. — We strengthened our cooperation with existing partners, including Ericsson and Siemens as well as established relationships with new partners including Lucent, NEC, Microsoft and Motorola. We believe our partnerships will prove to be an effective way to help our customers significantly enhance their networks. We are very excited with our partnership opportunities as we look to the coming years. In summary, 2003 was a year of confidence from our customers through broad based worldwide success with significant customers in large network opportunities. We set targets for ourselves and then exceeded them in each quarter of the year, with top line and bottom line growth every quarter throughout the year. Juniper has and continues to be in the right place, at the right time, with the right products. This results in the confidence not only with our customers, but also with our partners as we work together on behalf of those customers. As a result of these efforts, and the supreme dedication of the people of Juniper Networks, the company is in a strong position as we enter 2004. And, as we enter 2004, we are again setting aggressive goals for ourselves: Expand the franchise and the brand throughout the world, and across industries and applications: We are making measurable and sustainable progress as the strategic partner to 1


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    our customers in transitioning to the new network infrastructures they will need to be competitive in their markets, and we will continue to focus on this objective. Continue to invest in leading edge technology: We are again investing heavily in development and engineering of new products, to protect and expand our lead in systems and technology. Broaden the collaboration with our partners: We will invest even more heavily in our partners, as our partnership model is working, and we are realizing the benefit of collaboration with many of the networking industry’s most important and trusted companies in the development of new services for our customers. Focus on the commitment to leadership in our industry, along with our customers: The promise of the networking industry is being realized every day with each new broadband user and each new application and service as the infranet becomes reality, and Juniper is at the center for making that happen. I would like to thank and recognize all of our employees for their continued commitment and focus on achieving these results and on the execution of our plan throughout 2003. The people of Juniper Networks have continued to believe and that commitment remains the cornerstone of this company. I would also like to thank our customers, our long-term shareholders, our partners, and our suppliers for their continued confidence in Juniper Networks. Scott Kriens Chairman and CEO 2


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    JUNIPER NETWORKS, INC. 1194 North Mathilda Avenue Sunnyvale, California 94089 www.juniper.net (408) 745-2000 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Time and Date 9:00 a.m., Pacific time, on Wednesday, May 19, 2004 Place The Historic Del Monte Building, 100 South Murphy Street, Third Floor, Sunnyvale, California 94086 Items of Business (1) To elect three Class II directors; (2) To ratify the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2004; (3) To consider such other business as may properly come before the meeting Adjournments and Any action on the items of business described above may be considered at the annual Postponements meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed. Record Date You are entitled to vote only if you were a Juniper Networks stockholder as of the close of business on March 22, 2004. Meeting Admission You are entitled to attend the annual meeting only if you were a Juniper Networks stockholder as of the close of business on March 22, 2004 or hold a valid proxy for the annual meeting. You should be prepared to present valid government-issued photo identification for admittance. In addition, if you are a stockholder of record, your ownership will be verified against the list of stockholders of record or plan participants on the record date prior to being admitted to the meeting. If you are not a stockholder of record but hold shares through a broker or nominee (i.e., in street name), you should provide proof of beneficial ownership as of the record date, such as your most recent account statement prior to March 22, 2004, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the annual meeting. The annual meeting will begin promptly at 9:00 a.m., Pacific time. Check-in will begin at 8:00 a.m., Pacific time, and you should allow ample time for the check-in procedures.


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    Voting Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. You may submit your proxy or voting instructions for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided, or, in most cases, by using the telephone or the Internet. For specific instructions on how to vote your shares, please refer to the section entitled Questions and Answers beginning on page 1 of this proxy statement and the instructions on the proxy or voting instruction card. By Order of the Board of Directors, Mitchell Gaynor Vice President, General Counsel and Secretary This notice of annual meeting and proxy statement and form of proxy are being distributed on or about April 12, 2004.


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    2004 ANNUAL MEETING OF STOCKHOLDERS NOTICE OF ANNUAL MEETING AND PROXY STATEMENT TABLE OF CONTENTS NOTICE OF ANNUAL MEETING OF SHAREOWNERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Why am I receiving these materials? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 What information is contained in this proxy statement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 How may I obtain Juniper Networks’ 10-K? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 What items of business will be voted on at the annual meeting? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 How does the Board recommend that I vote? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 What shares can I vote? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 What is the difference between holding shares as a shareowner of record and as a beneficial owner? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 How can I attend the annual meeting? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 How can I vote my shares in person at the annual meeting? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 How can I vote my shares without attending the annual meeting? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Can I change my vote or otherwise revoke my proxy? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Is my vote confidential? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 How many shares must be present or represented to conduct business at the annual meeting? . 3 Will my shares be voted if I do not return my proxy card? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 How are votes counted? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 What is the voting requirement to approve each of the proposals? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Is cumulative voting permitted for the election of directors? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 What happens if additional matters are presented at the annual meeting? . . . . . . . . . . . . . . . . . . . . . . 4 What should I do if I receive more than one set of voting materials? . . . . . . . . . . . . . . . . . . . . . . . . . . 4 How may I obtain a separate set of voting materials? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Who will bear the cost of soliciting votes for the annual meeting? . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Where can I find the voting results of the annual meeting? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 What is the deadline to propose actions for consideration or to nominate individuals to serve as directors? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Board Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Board Structure and Committee Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Director Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Identification and Evaluation of Nominees for Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Stockholder Communications with the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Policy on Director Attendance at Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Non-Employee Director Compensation Table For Fiscal 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 PROPOSALS TO BE VOTED ON . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 PROPOSAL NO. 1 Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 PROPOSAL NO. 2 Ratification of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 i


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    COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Beneficial Ownership Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Option Grants in Last Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values . . . . . . . . . . . . . . . . . . . . . . 17 Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Board Compensation Committee Report on Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Stock Performance Graphs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 PRINCIPAL AUDITOR FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . 23 APPENDIX A: AUDIT COMMITTEE CHARTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 ii


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    QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING Q: Why am I receiving these materials? A: The Board of Directors (the “Board”) of Juniper Networks, Inc., a Delaware corporation (“Juniper Networks”), is providing these proxy materials for you in connection with Juniper Networks’ annual meeting of stockholders, which will take place on May 19, 2004. As a stockholder, you are invited to attend the annual meeting and are entitled to and requested to vote on the items of business described in this proxy statement. Q: What information is contained in this proxy statement? A: The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of directors and executive officers, and certain other required information. Q: How may I obtain Juniper Networks’ 10-K? A: A copy of our 2003 Form 10-K is enclosed. Stockholders may request another free copy of the 2003 Form 10-K from: Juniper Networks, Inc. Attn: Investor Relations 1194 North Mathilda Avenue Sunnyvale, CA 94089 (408) 745-2000 http://www.juniper.net/company/investors Juniper Networks will also furnish any exhibit to the 2003 Form 10-K if specifically requested. Q: What items of business will be voted on at the annual meeting? A: The items of business scheduled to be voted on at the annual meeting are: • The election of three Class II directors • The ratification of Ernst & Young LLP as independent auditors for the 2004 fiscal year We will also consider other business that properly comes before the annual meeting. Q: How does the Board recommend that I vote? A: Our Board recommends that you vote your shares “FOR” each of the nominees to the Board and “FOR” the ratification of independent auditors for the 2004 fiscal year. Q: What shares can I vote? A: Each share of Juniper Networks common stock issued and outstanding as of the close of business on March 22, 2004, the Record Date, is entitled to be voted on all items being voted upon at the annual meeting. You may vote all shares owned by you as of this time, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner through a broker, trustee or other nominee such as a bank. More information on how to vote these shares is contained in this proxy statement. On the Record Date we had approximately 395,853,580 shares of common stock issued and outstanding. Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner? A: Most Juniper Networks stockholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially. 1


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    Stockholder of Record If your shares are registered directly in your name with Juniper Networks’ transfer agent, Wells Fargo Shareowner Services, you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you by Juniper Networks. As the stockholder of record, you have the right to grant your voting proxy directly to Juniper Networks or to vote in person at the meeting. Juniper Networks has enclosed or sent a proxy card for you to use. Beneficial Owner If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and are also invited to attend the annual meeting. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares. Q: How can I attend the annual meeting? A: You are entitled to attend the annual meeting only if you were a Juniper Networks stockholder as of the close of business on March 22, 2004 or you hold a valid proxy for the annual meeting. You should be prepared to present valid government-issued photo identification for admittance. In addition, if you are a stockholder of record, your name will be verified against the list of stockholders of record on the record date prior to your being admitted to the annual meeting. If you are not a stockholder of record but hold shares through a broker or nominee (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior to March 22, 2004, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership. If you do not provide valid government-issued photo identification or comply with the other procedures outlined above upon request, you will not be admitted to the annual meeting. The meeting will begin promptly at 9:00 a.m., local time. Check-in will begin at 8:00 a.m., Pacific time, and you should allow ample time for the check-in procedures. Q: How can I vote my shares in person at the annual meeting? A: Shares held in your name as the stockholder of record may be voted in person at the annual meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the annual meeting, you may also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting. Q: How can I vote my shares without attending the annual meeting? A: Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the meeting. If you are a stockholder of record, you may vote by submitting a proxy. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or nominee. For directions on how to vote, please refer to the instructions below and those included on your proxy card or, for shares held beneficially in street name, the voting instruction card provided by your broker, trustee or nominee. By Internet—Stockholders of record of Juniper Networks common stock with Internet access may submit proxies by following the “Vote by Internet” instructions on their proxy cards. Most Juniper Networks stockholders who hold shares beneficially in street name may vote by accessing the website specified on the 2


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    voting instruction cards provided by their brokers, trustee or nominees. Please check the voting instruction card for Internet voting availability. By Telephone—Stockholders of record of Juniper Networks common stock who live in the United States or Canada may submit proxies by following the “Vote by Phone” instructions on their proxy cards. Most Juniper Networks stockholders who hold shares beneficially in street name and live in the United States or Canada may vote by phone by calling the number specified on the voting instruction cards provided by their brokers, trustee or nominees. Please check the voting instruction card for telephone voting availability. By Mail—Stockholders of record of Juniper Networks common stock may submit proxies by completing, signing and dating their proxy cards and mailing them in the accompanying pre-addressed envelopes. Juniper Networks stockholders who hold shares beneficially in street name may vote by mail by completing, signing and dating the voting instruction cards provided and mailing them in the accompanying pre-addressed envelopes. Q: Can I change my vote or otherwise revoke my proxy? A: You may change your vote at any time prior to the vote at the annual meeting. If you are the stockholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by providing a written notice of revocation to the Juniper Networks corporate Secretary prior to your shares being voted, or by attending the annual meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the meeting and voting in person. Q: Is my vote confidential? A: Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Juniper Networks or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation. Q: How many shares must be present or represented to conduct business at the annual meeting? A: The quorum requirement for holding the annual meeting and transacting business is that holders of a majority of shares of Juniper Networks common stock entitled to vote must be present in person or represented by proxy. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum. Q: Will my shares be voted if I do not return my proxy card? A: If your shares are held in street name, your broker may, under certain circumstances, vote your shares. Brokerage firms have authority to vote client’s unvoted shares on some “routine” matters. If you do not give a proxy to vote your shares, your broker may either (1) vote your shares on “routine” matters or (2) leave your shares unvoted. In addition, the terms of the agreement with your broker may grant your broker discretionary authority to vote your shares. Q: How are votes counted? A: In the election of directors, you may vote “FOR” all of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. For the other items of business, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN,” the abstention has the same effect as a vote “AGAINST.” If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If you sign your proxy card or voting instruction card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (“FOR” all of Juniper Networks’ nominees to the Board and “FOR” ratification of the independent auditors). 3


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    Q: What is the voting requirement to approve each of the proposals? A: In the election of directors, the three nominees receiving the highest number of “FOR” votes at the annual meeting will be elected. The proposal for ratification of the independent auditors requires the affirmative “FOR” vote of a majority of those shares present in person or represented by proxy and entitled to vote on that proposal at the annual meeting. If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained. Abstentions have the same effect as votes against the matter. Q: Is cumulative voting permitted for the election of directors? A: No. Each share of common stock outstanding as of the close of business on the Record Date is entitled to one vote. Q: What happens if additional matters are presented at the annual meeting? A: Other than the two items of business described in this proxy statement, we are not aware of any other business to be acted upon at the annual meeting. If you grant a proxy using the enclosed form, the persons named as proxyholders, Marcel Gani and Mitchell Gaynor, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board of Directors. Q: What should I do if I receive more than one set of voting materials? A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive. Q: How may I obtain a separate set of voting materials? A: If you share an address with another stockholder, you may receive only one set of proxy materials (including our letter to stockholders, 2003 Form 10-K and proxy statement) unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials now or in the future, you may write or call us to request a separate copy of these materials from: Juniper Networks, Inc. Attn: Investor Relations 1194 North Mathilda Avenue Sunnyvale, CA 94024 (408) 745-2000 http://www.juniper.net/company/investors Similarly, if you share an address with another stockholder and have received multiple copies of our proxy materials, you may write or call us at the above address and phone number to request delivery of a single copy of these materials. 4


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    Q: Who will bear the cost of soliciting votes for the annual meeting? A: Juniper Networks is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. We also have hired Skinner & Co. to assist us in the distribution of proxy materials and the solicitation of votes described above. We will pay Skinner & Co. a fee of $7000 plus customary costs and expenses for these services. Upon request, we will also reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to stockholders. Q: Where can I find the voting results of the annual meeting? A: We intend to announce preliminary voting results at the annual meeting and publish final results in our quarterly report on Form 10-Q for the second quarter of fiscal 2004. Q: What is the deadline to propose actions for consideration or to nominate individuals to serve as directors? A: Although the deadline for submitting proposals or director nominations for consideration at the 2004 annual meeting has passed, you may submit proposals, including director nominations, for consideration at future stockholder meetings. Stockholder Proposals: For a stockholder proposal to be considered for inclusion in Juniper Networks’ proxy statement for the annual meeting next year, the written proposal must be received by the Corporate Secretary of Juniper Networks at our principal executive offices no later than December 13, 2004. If the date of next year’s annual meeting is moved more than 30 days before or after the anniversary date of this year’s annual meeting, the deadline for inclusion of proposals in Juniper Networks’ proxy statement is instead a reasonable time before Juniper Networks begins to print and mail its proxy materials. Such proposals also will need to comply with Securities and Exchange Commission regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to: Juniper Networks, Inc. Attn: Corporate Secretary 1194 North Mathilda Avenue Sunnyvale, CA 94024 Fax: (408) 745-2100 For a stockholder proposal that is not intended to be included in Juniper Networks’ proxy statement under Rule 14a-8, the stockholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of Juniper Networks common stock to approve that proposal, provide the information required by the bylaws of Juniper Networks and give timely notice to the Corporate Secretary of Juniper Networks in accordance with the bylaws of Juniper Networks, which, in general, require that the notice be received by the Corporate Secretary of Juniper Networks not later than the close of business on December 13, 2004. If the date of the stockholder meeting is moved more than 30 days before or 60 days after the anniversary of the Juniper Networks annual meeting for the prior year, then notice of a stockholder proposal that is not intended to be included in Juniper Networks’ proxy statement under Rule 14a-8 must be received no earlier than the close of business 120 days prior to the meeting and no later than the close of business on the later of the following two dates: • 90 days prior to the meeting; and • 10 days after public announcement of the meeting date. 5


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    Nomination of Director Candidates: The Nominating and Corporate Governance Committee will consider director candidates properly recommended by stockholders. Any such recommendations should include the nominee’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and Juniper Networks within the last 3 years and evidence of your ownership of Juniper Networks stock. This information should be directed to the Corporate Secretary of Juniper Networks at the address of our principal executive offices set forth above. In addition, the bylaws of Juniper Networks permit stockholders to nominate directors for election at an annual stockholder meeting. To nominate a director for election at next year’s annual meeting, the stockholder must provide the information required by the bylaws of Juniper Networks and give timely notice to the Corporate Secretary of Juniper Networks in accordance with the bylaws of Juniper Networks, which, in general, require that the notice be received by the Corporate Secretary of Juniper Networks within the time period described above under “Stockholder Proposals.” Copy of Bylaws: You may contact the Juniper Networks Corporate Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates. CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS Juniper Networks is committed to having sound corporate governance principles. Having such principles is essential to running Juniper Networks’ business efficiently and to maintaining Juniper Networks’ integrity in the marketplace. Juniper Networks’ Corporate Governance Standards and Worldwide Code of Business Conduct and Ethics applicable to all Juniper Networks employees, officers, directors, contractors and agents are available at http://www.juniper.net/company/investor/. Our Worldwide Code of Business Conduct and Ethics complies with the rules of the SEC, the listing standards of the Nasdaq National Market and Rule 406 of the Sarbanes-Oxley Act of 2002. Juniper Networks has also adopted complaint procedures for Accounting and Auditing matters in compliance with the listing standards of the Nasdaq National Market. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s Concerns Committee (comprised of the Company’s Chief Financial Officer, General Counsel, Vice President of Human Resources, Corporate Controller, and the Director of Internal Audit), reviewed by the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters. Board Independence The Board has determined that, except for Scott Kriens and Pradeep Sindhu, each of whom is an executive officer of the company, each of the current directors has no material relationship with Juniper Networks (either directly or as a partner, shareholder or officer of an organization that has a material relationship with Juniper Networks) and is independent within the meaning of the NASDAQ Stock Market, Inc. (“NASDAQ”) director independence standards. Furthermore, the Board has determined that each of the members of each of the committees of the Board has no material relationship with Juniper Networks (either directly or as a partner, shareholder or officer of an organization that has a material relationship with Juniper Networks) and is “independent” within the meaning of the NASDAQ director independence standards, including in the case of the members of the Audit Committee, the heightened “independence” standard required for such committee members. Board Structure and Committee Composition As of December 31, 2003, our Board had 9 directors divided into three classes — Class I, Class II and Class III — with each class being as nearly equal in number as possible and with a three-year term for each class. As of December 31, 2003, the classes were comprised as follows: 6


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    Class I Class II Class III (Term expires in 2006) (Term expires this year) (Term expires in 2005) Scott Kriens Pradeep Sindhu William R. Hearst III Stratton Sclavos Vinod Khosla Kenneth Goldman William R. Stensrud Robert M. Calderoni Kenneth Levy Effective April 15, 2004, Mr. Khosla resigned as a Class II director in connection with our pending acquisition of NetScreen Technologies, Inc. and our related obligation to appoint a designee of NetScreen to our Board. As a result, Mr. Khosla is not standing for reelection as a Class II director this year. Pursuant to Section 3.3 of our Bylaws, the Board has adopted a resolution reassigning Kenneth Levy to Class II effective April 15, 2004. As a result, Mr. Levy is standing for election as a Class II director this year. Unless our obligation to appoint a NetScreen designee reasonably acceptable to us is waived by NetScreen prior to the time we consummate our acquisition of NetScreen, the NetScreen designee will be appointed as a Class III director. As of December 31, 2003, our Board had the following three committees: (1) Audit, (2) Compensation, and (3) Nominating and Corporate Governance. The membership during the last fiscal year and the function of each of the committees are described below. Each of the committees operates under a written charter adopted by the Board. All of the committee charters are available on Juniper Networks’ website at http://www.juniper.net/company/ investor/. During 2003, each director except Kenneth Levy attended at least 75% of all Board and applicable Committee meetings. Nominating and Corporate Name of Director Audit Compensation Governance Non-Employee Directors: Robert M. Calderoni . . . . . . . . . . . . . . . . . . . . . . . . . . . X Kenneth Goldman (1) . . . . . . . . . . . . . . . . . . . . . . . . . . X* X William R. Hearst III . . . . . . . . . . . . . . . . . . . . . . . . . . X Vinod Khosla . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X Kenneth Levy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X X* Stratton Sclavos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . William R. Stensrud . . . . . . . . . . . . . . . . . . . . . . . . . . . X* X Employee Directors Scott Kriens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pradeep Sindhu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of Meetings in Fiscal 2003 . . . . . . . . . . 10 1 1 X = Committee member; * = Chair (1) the Board has determined that Mr. Goldman is an “audit committee financial expert” within the meaning of the rules promulgated by the Securities and Exchange Commission. Audit Committee The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of Juniper Networks’ financial statements, Juniper Networks’ compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of Juniper Networks’ internal audit function and independent auditors, and risk assessment and risk management. The Audit Committee works closely with management as well as Juniper Networks’ independent auditors. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from Juniper Networks for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties. The report of the Audit Committee is included herein on page 29. The charter of the Audit Committee is available at http://www.juniper.net/company/investor/ and is also included herein as Appendix A. 7


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    Compensation Committee The Compensation Committee discharges the Board’s responsibilities relating to compensation of Juniper Networks’ executive officers, including evaluation of the CEO; produces an annual report on executive compensation for inclusion in Juniper Networks’ proxy statement and has overall responsibility for approving and evaluating executive officer compensation plans. The report of the Compensation Committee is included herein beginning on page 23. The charter of the Compensation Committee is available at http://www.juniper.net/company/ investor/. Nominating and Corporate Governance Committee The Nominating and Governance Committee identifies individuals qualified to become Board members, consistent with criteria approved by the Board; oversees the organization of the Board to discharge the Board’s duties and responsibilities properly and efficiently; and identifies best practices and recommends corporate governance principles, including giving proper attention and making effective responses to stockholder concerns regarding corporate governance. The charter of the Nominating and Governance Committee is available at http://www.juniper.net/company/investor/. Director Qualifications The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating candidates for director. In evaluating the qualifications of the candidates, the Nominating and Corporate Governance Committee considers many factors, including, issues of character, judgment, independence, age, expertise, diversity of experience, length of service, other commitments and the like. The Nominating and Corporate Governance Committee evaluates such factors, among others, and does not assign any particular weighting or priority to any of these factors. The Nominating and Corporate Governance Committee also considers each individual candidate in the context of the current perceived needs of the Board as a whole. While the Nominating and Corporate Governance Committee has not established specific minimum qualifications for director candidates, the Nominating and Governance Committee believes that candidates and nominees must reflect a Board that is comprised of directors who (i) are predominantly independent, (ii) are of high integrity, (iii) have qualifications that will increase overall Board effectiveness and (iv) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit committee members. Identification and Evaluation of Nominees for Directors The Nominating and Corporate Governance Committee regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current members of the Board, professional search firms, stockholders or other persons. These candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. The Nominating and Corporate Governance Committee considers properly submitted stockholder recommendations for candidates for the Board. In evaluating such recommendations, the Nominating and Corporate Governance Committee uses the qualifications standards discussed above and seeks to achieve a balance of knowledge, experience and capability on the Board. Each of Messrs. Levy and Calderoni was appointed to the Board in 2003 in order to fill a vacancy and was recommended to the Nominating and Corporate Governance Committee by our Chief Executive Officer. In each case, the Nominating and Corporate Governance Committee interviewed the candidate and considered the candidate’s qualifications prior to making its recommendation to the Board. Stockholder Communications with the Board Stockholders of Juniper Networks, Inc. and other parties interested in communicating with the Board may contact any of our directors by writing to them by mail or express mail c/o Juniper Networks, Inc., 1194 North Mathilda Avenue, Sunnyvale, California 94089-1206. The Nominating and Corporate Governance Committee of the Board has approved 8


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    a process for handling stockholder communications received by the Company. Under that process, the General Counsel receives and logs stockholder communications directed to the Board and, unless marked “confidential”, reviews all such correspondence and regularly forwards to the Board a summary of such correspondence and copies of such correspondence. Communications marked “confidential” will be logged as received by the General Counsel and then will be forwarded to the addressee(s). Policy on Director Attendance at Annual Meetings Although we do not have a formal policy regarding attendance by members of the Board at our annual meetings of stockholders, directors are encouraged to attend annual meetings of Juniper Networks stockholders. The Nominating and Corporate Governance Committee will consider, during the upcoming year, adopting a formal policy on director attendance at annual meetings of stockholders. DIRECTOR COMPENSATION The following table provides information on Juniper Networks’ compensation and reimbursement practices during fiscal 2003 for non-employee directors, as well as the range of compensation paid to non-employee directors who served during the 2003 fiscal year. Neither Mr. Kriens nor Mr. Sindhu received any separate compensation for their Board activities. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL 2003 Annual retainer (payable quarterly) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20,000 Stock options granted upon appointment or election to the Board (1)(2) . . . . . . . . . . . . . . . . 100,000 Stock options granted annually (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 Payment for each Board meeting attended in person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,000 Payment for each Board meeting attended by phone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $500 Payment for each committee meeting attended in person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $500 Payment for each committee meeting attended by phone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $250 Reimbursement for expenses attendant to Board membership . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes Range of total cash compensation earned by directors (for the year) . . . . . . . . . . . . . . . . . . . . $27,500–$29,500 (1) Directors who joined the Board prior to the adoption of this policy received grants at the time the policy was adopted. (2) Vests monthly over three years commencing on the date of grant. (3) Vests monthly over twelve months commencing on the date of grant. For 2004, upon the recommendation of the Compensation Committee following its review of market data and other considerations, the Board determined not to increase director compensation. PROPOSALS TO BE VOTED ON PROPOSAL NO. 1 ELECTION OF DIRECTORS There are three nominees for election to Class II of the Board this year — Pradeep Sindhu, Robert M. Calderoni and Kenneth Levy. Each of the nominees is presently a member of the Board. Information regarding the business experience of each nominee and the other members of the Board is provided below. Each of the Class II directors is elected to serve a three-year term until the Company’s annual meeting in 2007 and until their respective successors are elected. There are no family relationships among our executive officers and directors. 9


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    If you sign your proxy or voting instruction card but do not give instructions with respect to the voting of directors, your shares will be voted for the three persons recommended by the Board. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy or voting instruction card. Our Board recommends a vote FOR the election to the Board of each of the following nominees. Vote Required The three persons receiving the highest number of “for” votes represented by shares of Juniper Networks common stock present in person or represented by proxy and entitled to be voted at the annual meeting will be elected. Nominees for Election Pradeep Sindhu Dr. Sindhu co-founded Juniper Networks in February 1996 and served as Chief Director since 1996 Executive Officer and Chairman of the Board of Directors until September 1996. Age 51 Since then, Dr. Sindhu has served as Vice Chairman of the Board of Directors and Chief Technical Officer of Juniper Networks. From September 1984 to February 1991, Dr. Sindhu worked as a Member of the Research Staff, and from March 1987 to February 1996, as the Principal Scientist, and from February 1994 to February 1996, as Distinguished Engineer at the Computer Science Lab, Xerox Corporation, Palo Alto Research Center, and a technology research center. Dr. Sindhu also serves on the board of directors of Infinera Corporation. Robert M. Calderoni Mr. Calderoni has served as President and Chief Executive Officer and a member Director since 2003 of the board of directors of Ariba, Inc. since October 2001. From October 2001 Age 44 to December 2001, Mr. Calderoni also served as Ariba’s Interim Chief Financial Officer. From January 2001 to October 2001, Mr. Calderoni served as Ariba’s Executive Vice President and Chief Financial Officer. Mr. Calderoni was also an employee of the Company from November 2000 to January 2001. From November 1997 to January 2001, he served as Chief Financial Officer at Avery Dennison Corporation, a manufacturer of pressure-sensitive materials and office products. From June 1996 to November 1997, Mr. Calderoni served as Senior Vice President of Finance at Apple Computer, a provider of hardware and software products and Internet-based services. Kenneth Levy Mr. Levy is a founder of KLA Instruments Corporation and since July 1, 1999 has Director since 2003 been Chairman of the Board of KLA-Tencor Corporation. From July 1998 until June Age 60 1999, he was Chief Executive Officer and a director of KLA-Tencor Corporation. From April 1997 until June 1998, he was its Chairman of the Board. From 1975 until April 1997, he was Chief Executive Officer and Chairman of the Board of KLA Instruments Corporation. He currently serves on the boards of directors of the following publicly traded companies: KLA-Tencor Corporation, Ultratech, Inc. and Extreme Networks, Inc. Mr. Levy is a Director Emeritus of SEMI, a semiconductor manufacturing industry trade association. 10


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    Continuing Directors William R. Hearst III Since January 1995, Mr. Hearst has been a partner with Kleiner Perkins Caufield Director since 1996 & Byers, a venture capital firm. From May 1995 to August 1996, he was the Chief Age 54 Executive Officer of At Home Corporation, a high speed Internet access and consumer online services company. Mr. Hearst was editor and publisher of the San Francisco Examiner from 1984 until 1995. Mr. Hearst serves on the boards of directors of Hearst-Argyle Television, The Hearst Corporation, Oblix, Inc., OnFiber, Applied Minds, Pictos and RGB Media. He is a Fellow of the American Association for the Advancement of Science and a trustee of Carnegie Institution, the Hearst Foundation, Mathematical Sciences Research Institute, the California Academy of Sciences and Grace Cathedral of San Francisco. Kenneth Goldman Mr. Goldman has served as Senior Vice President, Finance and Administration and Director since 2003 Chief Financial Officer of Siebel Systems, Inc. since August 2000. From July 1996 Age 54 to July 2000, Mr. Goldman served as Senior Vice President of Finance and Chief Financial Officer of Excite@Home, Inc. From 1992 to 1996, Mr. Goldman served as Senior Vice President of Finance and Chief Financial Officer of Sybase, Inc. Mr. Goldman was a member of the Financial Accounting Standards Advisory Council from December 1999 to December 2003. Scott Kriens Mr. Kriens has served as Chief Executive Officer and Chairman of the Board of Director since 1996 Directors of Juniper Networks since October 1996. From April 1986 to Age 46 January 1996, Mr. Kriens served as Vice President of Sales and Vice President of Operations at StrataCom, Inc., a telecommunications equipment company, which he co-founded in 1986. Mr. Kriens also serves on the boards of directors of Equinix, Inc. and VeriSign, Inc. Stratton Sclavos Mr. Sclavos has been President and Chief Executive Officer of VeriSign Inc. since Director since 2000 July 1995 and Chairman of its board of directors since December 2001. From Age 42 October 1993 to June 1995, he was Vice President, Worldwide Marketing and Sales of Taligent, Inc., a software development company that was a joint venture among Apple Computer, Inc., IBM and Hewlett-Packard. Prior to that time, he served in various sales, business development and marketing capacities for GO Corporation, MIPS Computer Systems, Inc. and Megatest Corporation. Mr. Sclavos also serves on the boards of directors of Salesforce.com and Intuit, Inc. William R. Stensrud Mr. Stensrud has been a General Partner with the venture capital firm of Enterprise Director since 1996 Partners since January 1997. Mr. Stensrud also currently is the acting Chief Age 53 Executive Officer of Ensemble Communications, Inc. Mr. Stensrud was an independent investor and turn-around executive from March 1996 to January 1997. During this period, Mr. Stensrud served as President of Paradyne Corporation and as a director of Paradyne Corporation, GlobeSpan Corporation and Paradyne Partners LLP, all data networking companies. From January 1992 to July 1995, Mr. Stensrud served as President and Chief Executive Officer of Primary Access Corporation, a data networking company acquired by 3Com Corporation. From 1986 to 1992, Mr. Stensrud served as the Marketing Vice President of StrataCom, Inc., a telecommunications equipment company, which Mr. Stensrud co-founded. Mr. Stensrud also serves on the boards of directors of Paradyne Corporation, Airfiber, Inc. and Ensemble Communications, Inc. 11


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    PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT AUDITORS The Audit Committee of the Board has appointed Ernst & Young LLP as independent auditors to audit Juniper Networks’ consolidated financial statements for the fiscal year ending December 31, 2004. During fiscal 2003, Ernst & Young served as Juniper Networks’ independent auditors and also provided certain tax and other audit related services. See “Principal Auditor Fees and Services” on page 22. Representatives of Ernst & Young are expected to attend the meeting, where they are expected to be available to respond to appropriate questions and, if they desire, to make a statement. Our Board recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as Juniper Networks’ independent auditors for the 2004 fiscal year. If the appointment is not ratified, the Audit Committee will consider whether it should select other independent auditors. Vote Required Ratification of the appointment of Ernst & Young LLP as Juniper Networks’ independent auditors for fiscal 2004 requires the affirmative vote of a majority of the shares of Juniper Networks common stock present in person or represented by proxy and entitled to be voted at the meeting. 12


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    COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information, as of March 22, 2004, concerning: • Beneficial owners of more than 5% of Juniper Networks’ common stock; • beneficial ownership by current Juniper Networks directors and nominees and the named executive officers set forth in the Summary Compensation table on page 15; and • beneficial ownership by all current Juniper Networks directors and Juniper Networks executive officers as a group. The information provided in the table is based on Juniper Networks’ records, information filed with the Securities and Exchange Commission and information provided to Juniper Networks, except where otherwise noted. The number of shares beneficially owned by each entity, person, director or executive officer is determined under rules of the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual has the right to acquire as of May 21, 2004 (60 days after March 22, 2004) through the exercise of any stock option or other right. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his spouse) with respect to the shares set forth in the following table. BENEFICIAL OWNERSHIP TABLE Amount and Nature of Percent Name and Address of Beneficial Owner Beneficial Ownership (1) of Class (1) Holders of Greater Than 5% AXA Financial, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,578,905 (2) 13.5% 1290 Avenue of the Americas, New York, NY 10104 FMR Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,176,525 (3) 7.1% 82 Devonshire Street, Boston, MA 02109 Oak Associates, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,125,000 (4) 5.1% 3875 Embassy Parkway, Akron, OH 44333 Siemens Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,815,206 (5) 9.1% 153 East 53rd Street, New York, NY 10022 Directors, Nominees and Named Executive Officers: Robert M. Calderoni (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,444 * James A. Dolce, Jr. (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,700,012 * Marcel Gani (8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,209,660 * Kenneth Goldman (9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,222 * William R. Hearst III (10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,054,351 * Scott Kriens (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,261,414 4.1% Ashok Krishnamurthi (12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 876,754 * Kenneth Levy (13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,666 * Stratton Sclavos (14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89,666 * Pradeep Sindhu (15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,499,916 3.1% William R. Stensrud (16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,525,897 * All Current Directors and Executive Officers as a Group (11 persons) (17) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,307,002 9.2% * Represents holdings of less than one percent. 13


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    (1) Pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, as amended, “Vested Options” are options that may be exercised as of May 21, 2004 (60 days after March 22, 2004). The percentages are calculated using 395,853,580 outstanding shares of the Company’s common stock on March 22, 2004 as adjusted pursuant to Rule 13d-3(d)(1)(i). (2) Based on information reported on Schedule 13G filed with the Securities and Exchange Commission on February 10, 2004. AXA Financial, Inc. is the parent holding company for several entities that hold our common stock as investment advisors, including Alliance Capital Management L.P. which holds 53,578,905 shares on behalf of client discretionary investment advisory accounts. (3) Based on information reported on Schedule 13G filed with the Securities and Exchange Commission on February 17, 2004. (4) Based on information reported on Schedule 13G filed with the Securities and Exchange Commission on February 10, 2004 (5) Based on information reported on Schedule 13G filed with the Securities and Exchange Commission on July 10, 2002. Siemens Corporation acquired the shares in connection with the Company’s acquisition of Unisphere Networks. (6) Consists of shares which are subject to options that may be exercised within 60 days of March 22, 2004. (7) Includes 2,537,251 shares which are subject to options that may be exercised within 60 days of March 22, 2004. (8) Includes 860,072 shares held in the name of the Marcel Gani 2002 Living Trust Dated June 6, 2002 of which Mr. Gani is the trustee and 341,041 shares which are subject to options that may be exercised within 60 days of March 22, 2004. (9) Includes 22,222 shares which are subject to options that may be exercised within 60 days of March 22, 2004. (10) Includes 48,333 shares which are subject to options that may be exercised within 60 days of March 22, 2004. (11) Includes 11,581,672 shares held by the Kriens 1996 Trust, of which Mr. Kriens and his spouse are the trustees and 2,383,333 shares which are subject to options that may be exercised within 60 days of March 22, 2004. (12) Includes 486,529 shares which are subject to options that may be exercised within 60 days of March 22, 2004. (13) Consists of shares which are subject to options that may be exercised within 60 days of March 22, 2004. (14) Includes 81,666 shares which are subject to options that may be exercised within 60 days of March 22, 2004. (15) Includes 360,000 shares held in custody for Dr. Sindhu’s children pursuant to the California Uniform Transfers to Minors Act, 908,780 shares held in trusts for the benefit of Dr. Sindhu’s children, 33,076 shares held in the Pradeep Sindhu Annuity Trust, 8,304,162 shares held by the Sindhu Family Trust and 6,867 shares held by Dr. Sindhu’s spouse. Also includes 1,296,406 shares which are subject to options that may be exercised within 60 days of March 22, 2004. (16) Includes 1,337,352 shares held in a trust as community property and 61,666 shares which are subject to options that may be exercised within 60 days of March 22, 2004. (17) Includes all shares reference in notes 6 through 16 above. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and holders of more than 10% of Juniper Networks common stock to file with the Securities and Exchange Commission reports regarding their ownership and changes in ownership of our securities. Juniper Networks believes that, during fiscal 2003, its directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements. In making this statement, Juniper Networks has relied upon examination of the copies of Forms 3, 4 and 5, and amendments thereto, provided to Juniper Networks and the written representations of its directors, executive officers and 10% stockholders. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company reimburses Mr. Kriens for his use of a personal aircraft for business purposes at the rate of $1500 per flying hour, not to exceed an aggregate of $300,000 in any one calendar year. 14


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    EXECUTIVE COMPENSATION The following table discloses compensation received by Juniper Networks’ Chief Executive Officer during fiscal 2003 and Juniper Networks’ four other most highly paid executive officers (together with the CEO, the “named executive officers”) during fiscal 2003 as well as their compensation received from Juniper Networks for each of the fiscal years ending December 31, 2002 and December 31, 2001. Summary Compensation Table Annual Compensation Long-Term Compensation Other Restricted Securities All Annual Stock Underlying Other Name and Principal Position Year Salary Bonus (12) Compensation Award(s) Options Compensation (1) Scott Kriens . . . . . . . . . . . . . . . 2003 $275,000 $161,350 $ 0 NA 800,000(2) $ 510 Chairman and Chief 2002 275,000 0 0 NA 2,750,000(3) 462 Executive Officer 2001 275,000 157,960 0 NA 0(4) 462 Pradeep Sindhu . . . . . . . . . . . . 2003 $185,000 $ 70,554 $ 0 NA 300,000(2) $ 377 Vice Chairman and 2002 185,000 10,000 0 NA 400,000(5) 462 Chief Technical Officer 2001 185,000 62,6000 0 NA 0(4) 462 Marcel Gani . . . . . . . . . . . . . . . 2003 $200,000 $117,345 $ 0 NA 500,000(2) $ 408 Executive Vice President, 2002 200,000 0 NA 1,080,000(6) 462 Chief Financial Officer 2001 185,000 90,800 NA 0(4) 462 James A. Dolce, Jr. . . . . . . . . 2003 $254,581 $ 70,407 $ 0 NA 500,000(2) $125,922(8) Executive Vice President 2002(7) 120,000 0 NA NA 0 26,922(8) Field Operations 2001(7) NA NA NA NA NA Ashok Krishnamurthi . . . . . . 2003(9) $218,322 $ 98,341(13) $ 0 NA 287,500(2) $ 426 Vice President 2002 186,620 27,100 0 NA 587,000(10) 462 Engineering 2001 186,620 52,500 0 NA 34,000(11) 462 (1) Consists of the standard employee benefit portion paid by the Company for all employees for premiums for term life insurance and, with respect to Mr. Dolce, commissions paid. (2) Mr. Kriens was granted an option for 800,000 shares, Dr. Sindhu was granted an option for 300,000 shares, Mr. Gani was granted an option for 500,000 shares, Mr. Dolce was granted an option for 500,000 shares and Mr. Krishnamurthi was granted an option for 250,000 shares on September 26, 2003 at an exercise price of $15.00 per share. Mr. Krishnamurthi was also granted an option for 37,500 shares on April 1, 2003 at an exercise price of $8.16 per share. (3) Mr. Kriens was granted an exchange option on May 28, 2002 for 2,200,000 shares at an exercise price of $10.31 per share. In connection with the acquisition of Unisphere Networks and in recognition of the additional responsibility associated therewith, on July 1, 2002 an additional option for 550,000 shares was granted at an exercise price of $5.69 per share. (4) No options were granted in 2001 to these individuals. (5) Mr. Sindhu was granted an exchange option on May 28, 2002 for 100,000 shares at an exercise price of $10.31 per share. In connection with the acquisition of Unisphere Networks and in recognition of the additional responsibility associated therewith, on July 1, 2002 an additional option for 300,000 shares was granted at an exercise price of $5.69 per share. (6) Mr. Gani was granted an exchange option on May 28, 2002 for 580,000 shares at an exercise price of $10.31 per share. In connection with the acquisition of Unisphere Networks and in recognition of the additional responsibility associated therewith, on July 1, 2002 an additional option for 500,000 shares was granted at an exercise price of $5.69 per share. 15


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    (7) Mr. Dolce was elected a named executive officer upon the closing of the acquisition of Unisphere Networks on July 1, 2002. The data shown in the Summary Compensation Table only reflects the amounts he received while an executive officer of Juniper Networks. No data is applicable to 2001. (8) Amounts paid in 2003 reflect $125,414 in commissions paid. Amounts in 2002 reflect $26,634 in commissions paid on or after July 1, 2002 as the data shown in the Summary Compensation Table only reflects the amounts he received while an executive officer of Juniper Networks. (9) Mr. Krishnamurthi became an executive officer on September 1, 2003. (10) Mr. Krishnamurthi was granted an exchange option on May 28, 2002 for 507,000 shares at an exercise price of $10.31 per share. In connection with the acquisition of Unisphere Networks and in recognition of the additional responsibility associated therewith, on July 1, 2002 an additional option for 80,000 shares was granted at an exercise price of $5.69 per share. (11) Mr. Krishnamurthi was granted an option for 30,000 shares at an exercise price of $42.76 per share on April 11, 2001 and 4,000 shares at an exercise price of $24.53 per share on July 11, 2001. (12) Amounts in this column reflect bonuses earned in 2003, although such amounts were paid in 2004. (13) Because Mr. Krishnamurthi became an executive officer in 2003, this amount includes an Executive Officer incentive bonus of $73,341 and a prorated Company Performance bonus of $25,000. Option Grants In Last Fiscal Year The following tables set forth the stock options granted to the Named Executive Officers under the Company’s stock option plans and the options exercised by such Named Executive Officers during the fiscal year ended December 31, 2003. The Option/SAR Grant Table below sets forth hypothetical gains or “option spreads” for the options at the end of their respective ten-year terms, as calculated in accordance with the rules of the Securities and Exchange Commission. Percent of Potential Realizable Total Options Value at Assumed Annual Rates of No. of Securities Granted Underlying to Employees Exercise Stock Appreciation Options During Price Expiration for Option Terms ($) Name Granted Period Per Share (1) Date 5% 10% Scott Kriens . . . . . . . . . . . . . . . . 800,000 5.75 $15.00 9/26/2013 $7,546,736 $19,124,910 Pradeep Sindhu . . . . . . . . . . . . . 300,000 2.16 $15.00 9/26/2013 2,830,026 7,171,841 Marcel Gani . . . . . . . . . . . . . . . . 500,000 3.59 $15.00 9/26/2013 4,716,710 11,953,068 James A. Dolce, Jr. . . . . . . . . . 500,000 3.59 $15.00 9/26/2013 4,716,710 11,953,068 Ashok Krishnamurthi . . . . . . . 37,500 0.27 $ 8.16 4/1/2013 192,442 487,685 250,000 1.80 $15.00 9/26/2013 2,358,355 5,976,534 16


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    Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values The following table shows stock option exercises and the value of unexercised stock options held by the Named Executive Officers during the last fiscal year. Number of Securities Value of Unexercised Shares Underlying Unexercised In-the-Money Options at Acquired on Value Options at December 31, 2003 December 31, 2003 (1) Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable Scott Kriens . . . . . . . . . . . . . . . . 0 $ 0 2,051,041 1,498,959 18,067,148 10,435,352 Pradeep Sindhu . . . . . . . . . . . . . 0 0 1,255,781 524,219 1,962,162 3,875,838 Marcel Gani . . . . . . . . . . . . . . . . 150,000 1,232,135 416,458 913,542 4,072,877 6,793,223 James A. Dolce, Jr. . . . . . . . . . 600,000 5,736,930 2,554,986 1,022,590 33,291,468 8,649,348 Ashok Krishnamurthi . . . . . . . 175,000 1,843,370 408,873 440,627 4,202,665 2,834,875 (1) The value of in-the-money options is based on the closing price on December 31, 2003 of $18.68 per share, minus the per share exercise price, multiplied by the number of shares underlying the option. Employment Agreements The Company entered into a change of control agreement with Mr. Kriens on October 1, 1996, which provides that he will be entitled to base compensation and benefit payments for a period of three months in the event that his employment is terminated in connection with a change of control of Juniper Networks. Further, Mr. Kriens’ restricted stock would be released from any repurchase option and his stock options would become vested and exercisable as to an additional amount equal to that amount which would have vested and become exercisable had Mr. Kriens remained employed for a period of 18 months following the change of control. If his employment continues following a change of control, his stock options will be vested and exercisable at a rate 1.5 times the rate otherwise set forth in the stock option agreement for a period of twelve months following the change of control. Under the employment agreement, Mr. Kriens is entitled to receive three months’ base compensation and benefits, regardless of whether there is a change of control, in the event that his employment is involuntarily terminated. Upon involuntary termination, and regardless of whether there has been a change of control, Mr. Kriens’ restricted stock and stock options would become immediately vested and exercisable as to an additional amount equal to the number of stock options which would have become vested and exercisable during the three-month period following the involuntary termination had Mr. Kriens remained employed by the Company. The Company entered into a change of control agreement with Mr. Gani in February 1997, which provides that he will be entitled to receive base compensation and benefits for a period of three months, in the event of involuntary termination. In the event of a change of control at Juniper Networks, the vesting of Mr. Gani’s stock options will accelerate as to that number of options equal to the number of shares that would vest over the next 30 months in accordance with the Company’s standard vesting schedule or the balance of his unvested stock, whichever amount is less. 17


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    BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION Compensation Committee The Compensation Committee is comprised of three independent, non-employee members of the Board of Directors, none of whom have interlocking relationships as defined by the Securities and Exchange Commission. The Compensation Committee is responsible for reviewing and approving the annual base salary, the annual incentive bonus, including the specific goals and amounts, equity compensation and other benefits or compensation arrangements of the Company’s Chief Executive Officer and its other executive officers. Compensation Philosophy The Compensation Committee recognizes that in order for the Company to successfully develop, introduce, market and sell products, the ability to attract, retain and reward qualified executive officers who will be able to operate effectively in a high growth, complex environment is vital. In that regard, the Company must offer compensation that (a) is competitive in the industry; (b) motivates executive officers to achieve the Company’s strategic business objectives; and (c) aligns the interests of executive officers with the long-term interests of stockholders. The Compensation Committee’s approach is predicated upon the philosophy that a substantial portion of aggregate annual compensation for executive officers should be contingent upon the Company’s overall performance and an individual’s contribution to the Company’s success in meeting certain critical objectives. In this regard, the Compensation Committee has tended to target lower levels of base salary relative to peer companies. In addition, the Compensation Committee’s overall philosophy regarding compensation is to encourage creation of long-term value for stockholders, employee retention, and equity ownership through stock option grants. As the Compensation Committee applies these compensation philosophies in determining appropriate executive compensation levels and other compensation factors, the Compensation Committee reaches its decisions with a view towards maximizing the Company’s overall performance. The Company provides its executive officers with a compensation package consisting of base salary, variable incentive pay, stock options and participation in benefit plans generally available to other employees. The Compensation Committee considers market information from published survey data provided to the Compensation Committee by the Company’s human resources staff. The market data consists primarily of base salary and total cash compensation rates, as well as incentive bonus and stock programs of other companies considered by the Compensation Committee to be peers in the Company’s industry. In addition, for determining 2004 compensation (including cash and equity compensation), the Compensation Committee retained an executive compensation consultant. The compensation consultant provided data from a selected peer group of networking and telecommunications companies as well as from broad high technology industry companies with revenues of $250 million to $1 billion. Since the Company’s 2003 Annual Meeting of Stockholders, the Compensation Committee has not structured such compensation arrangements so as to qualify them for deductibility under Section 162(m) of the Internal Revenue Code. Executive Officer Compensation Base Salary. For 2003, the Compensation Committee accepted management’s recommendation and did not make any adjustments to base salaries of the Chief Executive Officer or other executive officers of the Company. The Compensation Committee, in reviewing compensation at the end of 2003, determined that it was appropriate to increase Chief Executive Officer and Chief Financial Officer base salary levels in order to achieve a 50th percentile total cash position relative to comparative data. Market adjustments for 2004 base salary levels were not generally required for the other executive officers. Management Incentive Plan. The Company has an incentive bonus plan which is a percentage of base salary measured against the performance of the Company relative to certain goals for revenue, profitability and 18


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    performance of certain key strategic objectives related to the Company’s market share, expansion of the business into new growth areas and individual performance of the executive officers. For 2003, the Compensation Committee awarded executive officer bonuses aggregating $492,997 that reflected the achievement of certain revenue and profitability goals. The bonuses were paid at approximately 60% of target. Stock Option Grants. Grants of stock options to executive officers are based upon each executive officer’s relative position, responsibilities, historical and expected contributions to the Company, and the executive officer’s existing stock ownership and previous option grants. Stock options are granted at the fair market value on the date of grant and will provide value to the executive officers only when the price of the Company’s common stock increases over the exercise price. Chief Executive Officer Compensation For fiscal 2003, like all executive officers, on management’s recommendation, Mr. Kriens did not receive an increase in base salary. The Compensation Committee determined that Mr. Kriens’ base salary was substantially below comparative data, at the targeted 50th percentile level, and required adjustment. As a result, effective for fiscal year 2004, the Compensation Committee increased the base salary of Mr. Kriens to $425,000 with a target bonus percentage of 100% of base salary. Consistent with the Company’s philosophy to provide long-term incentive in the form of stock options, Mr. Kriens received an option in 2003 exercisable for 800,000 shares of Company common stock at an exercise price of $15.00. For 2004, the Compensation Committee awarded Mr. Kriens an option exercisable for 800,000 shares of Company common stock. The options granted to Mr. Kriens vest over a four-year period in accordance with the terms of the Company’s standard vesting schedule. Mr. Kriens management incentive bonus for 2003 was based on the same criteria as described above. Based on Company performance, Mr. Kriens was awarded a bonus of $161,350, which represented a payout at 60% of target. Members of the Compensation Committee William Stensrud, Chairman, Vinod Khosla, and Kenneth Levy COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION No member of the Compensation Committee serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Board of Directors or Compensation Committee. 19


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    EQUITY COMPENSATION PLAN INFORMATION The following table provides information as of December 31, 2003 about our common stock that may be issued under the Company’s existing equity compensation plans. The table does not include information with respect to shares subject to outstanding options assumed by the Company in connection with acquisitions of the companies that originally granted those options. Footnote (6) to the table sets forth the total number of shares of the Company’s Common Stock issuable upon exercise of assumed options as of December 31, 2003, and the weighted average exercise price of those options. No additional options may be granted under those assumed plans. Number of Securities Number of Remaining Available for Securities to be Weighted- Future Issuance Under Issued Upon Average Equity Compensation Exercise of Exercise Price Plans (excluding Outstanding of Outstanding securities reflected Plan Category Options Options in the first column) Equity compensation plans approved by security holders (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,903,745(3) $14.87 42,071,353(4) Equity compensation plans not approved by security holders (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,839,250 $12.25 10,803,525(5) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,742,995 $13.47 52,874,878 (1) Includes the Amended and Restated 1996 Stock Incentive Plan (the “1996 Plan”) and the 1999 Employee Stock Purchase Plan (the “Purchase Plan”). (2) Includes the 2000 Nonstatutory Stock Option Plan (the “2000 Plan”). No options issued under this Plan are held by any directors or executive officers. (3) Excludes purchase rights accruing under the Purchase Plan, which has a stockholder-approved reserve of 8,938,068. (4) Consists of shares available for future issuance under the 1996 Plan and the Purchase Plan. As of December 31, 2003, an aggregate of 33,133,285 and 8,938,068 shares of Common Stock were available for issuance under the 1996 Plan and the Purchase Plan, respectively. Under the terms of the 1996 Plan, an annual increase is added on the first day of each fiscal year equal to the lesser of (a) 18,000,000 shares, (b) 5% of the outstanding shares on that date or (c) a lesser amount determined by the Board of Directors. Under the terms of the Purchase Plan, an annual increase is added on the first day of each fiscal year equal to the lesser of (a) 3,000,000 shares, (b) 1% of the outstanding shares on that date or (c) a lesser amount determined by the Board of Directors. (5) Consists of shares available for future issuance under the 2000 Plan. Under the terms of the 2000 Plan, an annual increase is added on the first day of each fiscal year equal to the greater of (a) 5,000,000 shares, (b) 5% of the outstanding shares on that date or (c) a lesser amount determined by the Board of Directors. (6) As of December 31, 2003, a total of 12,648,764 shares of the Company’s Common Stock were issuable upon exercise of outstanding options under those assumed plans. The weighted average exercise price of those outstanding options is $5.60 per share. No additional options may be granted under those assumed plans. For a narrative description of the material features of the 2000 Plan, please see Note 10 to the Company’s Consolidated Financial Statements included with our Annual Report on Form 10-K for the year ended December 31, 2003. 20


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    STOCK PERFORMANCE GRAPH The graph below shows the cumulative total stockholder return assuming the investment of $100 on June 25, 1996 in each of Juniper Networks common stock, the Nasdaq Composite Index and the Nasdaq Telecommunications Index. 1400 1200 1000 800 600 400 200 0 6/25/99 9/30/99 12/31/99 3/31/00 6/30/00 9/29/00 12/29/00 3/30/01 6/29/01 9/28/01 12/31/01 3/20/02 6/28/02 9/30/02 3/29/00 3/31/03 6/30/03 9/30/03 12/31/03 3/22/04 JNPR NASDAQ TELECOM 21


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    PRINCIPAL AUDITOR FEES AND SERVICES The Audit Committee has appointed Ernst & Young LLP as Juniper Networks’ independent auditors for the fiscal year ending December 31, 2004. Representatives of Ernst & Young are expected to be present at the annual meeting and will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. Fees Incurred by Juniper Networks for Ernst & Young LLP Fees for professional services provided by the Company’s independent auditor in each of the last two years are: 2003 2002 Audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 498,000 $434,000 Audit-related fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221,000 209,000 Tax fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 434,000 154,000 All other fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,153,000 $797,000 Audit fees are for professional services rendered in connection with the audit of the Company’s annual financial statements, the review of its quarterly financial statements. Audit related fees in 2003 were primarily related to the issuance of the Zero Coupon Convertible Senior Notes due June 15, 2008. Audit-related fees during 2002 were primarily related to the acquisition of Unisphere Networks. Tax fees are for professional services rendered for tax compliance, tax advice and tax planning. 22


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    REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. The Audit Committee discussed with the Company’s independent auditors the overall scope and plans for the audit. The Audit Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit Committee held 10 meetings during fiscal year 2003. In this context, the Audit Committee hereby reports as follows: 1. The Audit Committee has reviewed and discussed the audited financial statements with the Company’s management. 2. The Audit Committee has discussed with the independent auditors the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standard, AU 380), SAS 99 (Consideration of Fraud in a Financial Statement Audit) and Securities and Exchange Commission rules discussed in Final Releases Nos. 33-8183 and 33-8183a. 3. The Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committee”) and has discussed with the independent auditors the independent auditors’ independence. 4. Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in Juniper Networks’ Annual Report on Form 10-K for the fiscal year ended December 31, 2003, for filing with the Securities and Exchange Commission. MEMBERS OF THE AUDIT COMMITTEE Robert M. Calderoni Kenneth Goldman William R. Hearst III 23


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    Appendix A AMENDED AND RESTATED CHARTER OF THE AUDIT COMMITTEE CHARTER OF THE BOARD OF DIRECTORS OF JUNIPER NETWORKS, INC. PURPOSE The purpose for the Audit Committee of the Board of Directors of Juniper Networks, Inc. shall be: (a) To assist the Board of Directors in oversight and monitoring of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications, independence and performance, (iv) the Company’s internal accounting and financial controls, improvements made or to be made in such controls; and (v) the internal audit function. (b) To prepare the report required in the annual proxy statement as set forth in the rules of the SEC; (c) To make such examinations as are necessary to monitor the corporate financial reporting and external audit requirements of Juniper Networks, Inc. and its subsidiaries (the “Company”); (d) To provide to the Board of Directors the results of its monitoring and examining and recommendations derived therefrom; (e) To appoint the independent auditors, determine and approve the auditing fees, and oversee the engagement and work of the independent auditors; (f) To provide to the Board of Directors such additional information and materials as it may deem necessary to make the Board of Directors aware of significant financial matters that require its attention; and (g) To undertake those specific duties and responsibilities described in this charter as well as such other duties as the Board of Directors from time to time prescribe. The Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Committee deems necessary to carry out its duties, and the Committee shall receive appropriate funding, as determined by the Committee, from the Company for payment of compensation to the outside legal, accounting or other advisors employed by the Committee. MEMBERSHIP The Audit Committee will consist of at least three members of the Board of Directors, each of whom will be appointed by and serve at the discretion of the Board of Directors and shall meet the following requirements, as well as any requirements promulgated by the SEC now or in the future: (a) Each member will be independent, as defined by Nasdaq Rule 4200 and any rule or regulation prescribed by the SEC; (b) Each member will be able to read and understand fundamental financial statements, in accordance with Nasdaq Audit Committee requirements; (c) At least one member will qualify (as determined by the Board) as a “financial expert” as defined in regulations promulgated by the SEC and the Nasdaq stock market. RESPONSIBILITIES The responsibilities of the Audit Committee shall include: (a) Overseeing the internal audit function and reviewing, on a continuing basis, the adequacy of the Company’s system of internal controls, including meeting periodically with the Company’s management and the independent auditors to review the adequacy of such controls and to review before release the disclosure regarding such system of internal controls required under SEC rules to be contained in the A-1


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    Company’s periodic filings and the attestations or reports by the independent auditors relating to such disclosure; (b) Appointing, compensating and overseeing the work of the independent auditors (including resolving disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; (c) Pre-approving audit and permissible non-audit services provided to the Company by the independent auditors (or subsequently approving permissible non-audit services in those circumstances where a subsequent approval is necessary and permissible). . The pre-approval of permissible non-audit services to be performed by the independent auditors may be delegated by the Committee to one or more Committee members; (d) The Audit Committee shall have the sole authority to approve the hiring and firing of the independent auditors, all audit engagement fees and terms and all non-audit engagements, as may be permissible, with the independent auditors; (e) Reviewing and providing guidance with respect to the external audit and the Company’s relationship with its independent auditors by (i) reviewing the independent auditors’ proposed audit scope, approach and independence; (ii) obtaining on a periodic basis a statement from the independent auditors regarding relationships and services with the Company which may impact independence and presenting this statement to the Board of Directors, and to the extent there are relationships, monitoring and investigating them; (iii) discussing with the Company’s independent auditors the financial statements and audit findings, including any significant adjustments, management judgments and accounting estimates, significant new accounting policies and disagreements with management and any other matters described in SAS No. 61, as may be modified or supplemented; (iv) reviewing reports submitted to the audit committee by the independent auditors in accordance with the applicable SEC requirements; (v) reviewing and discussing with management and the independent auditors the annual audited financial statements and quarterly unaudited financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” prior to filing the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, respectively, with the SEC; and (vi) establishing the hiring policies for any employees or former employees of the Company’s independent auditors. (f) Directing the Company’s independent auditors to review before filing with the SEC the Company’s interim financial statements included in Quarterly Reports on Form 10-Q, using professional standards and procedures for conducting such reviews; (g) Conducting a post-audit review of the financial statements and audit findings, including any significant suggestions for improvements provided to management by the independent auditors; (h) Reviewing before release the unaudited quarterly operating results in the Company’s quarterly earnings release; (i) Overseeing compliance with the requirements of the SEC for disclosure of auditor’s services and audit committee members, member qualifications and activities; (j) Reviewing, approving and monitoring the Company’s Worldwide Code of Business Conduct and Ethics; (k) Establishing procedures for the receipt, retention and treatment of complaints and concerns regarding accounting, internal accounting controls, auditing or other matters in accordance with SEC rules and regulations; (l) Reviewing, in conjunction with counsel, any legal matters that could have a significant effect on the Company’s financial statements; (m) Providing oversight and review at least annually of the Company’s risk management policies, including its investment policies; A-2


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    (n) Reviewing the performance of the independent auditors and ensuring that the independent auditors are accountable to the directly to the Audit Committee ; (o) Ensuring receipt from the independent auditors of a formal written statement delineating between the auditor and the Company, consistent with Independence Standards Board Standard 1, as well as actively engaging in a dialog with the independent auditors with respect to any disclosed relationships or services that may affect the objectivity and independence of the independent auditor; (p) If necessary, instituting special investigations and, if appropriate, hiring special counsel or experts to assist; (q) Reviewing and approving related party transactions for potential conflicts of interest; (r) Reviewing and reassessing the adequacy of this formal written charter on an annual basis; and (s) Performing other oversight functions as requested by the full Board of Directors. In addition to the above responsibilities, the Audit Committee will undertake such other duties as the Board of Directors delegates to it, and will report, at least annually, to the Board of Directors regarding the Committee’s examinations and recommendations. MEETINGS The Audit Committee will meet at least four times each year. The Audit Committee may establish its own schedule that it will provide to the Board of Directors in advance. The Audit Committee will meet separately with the Chief Executive Officer and separately with the Chief Financial Officer of the Company at such times as are appropriate to review the financial affairs of the Company. The Audit Committee will meet separately with the independent auditors of the Company, at such times as it deems appropriate, to review the independent auditor’s examination and management report and to otherwise fulfill its responsibilities under the charter. REPORTS The Audit Committee will record its summaries of recommendations to the Board of Directors in written form that will be incorporated as a part of the minutes of the meeting of the Board of Directors at which those recommendations are presented. MINUTES The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors. A-3


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    Directions to the Historic Del Monte Building 100 S. Murphy Ave. #103 Sunnyvale, CA 94086-6118 From Highway 101 Northbound or Southbound: Exit Mathilda Avenue South. Proceed 1.5 miles to Washington Avenue. Turn left. Go 3 blocks to Murphy Avenue and turn left. The Historic Del Monte Building is at the end of the block on the right. (See map) (See map for parking) The banquet office is on the rear of the building facing Sunnyvale Ave. Look for the green awning that says “Banquet Office” and the elevator can be found at the rear entrance. From Highway 280 Northbound: Exit at De Anza Blvd and turn right. (De Anza Blvd. will become Sunnyvale/Saratoga Rd.) Proceed 2 miles to El Camino Real. Cross El Camino and drive to Washington Avenue. Turn right on Washington Avenue. Go 3 blocks to Murphy Avenue and turn left. The Historic Del Monte Building is at the end of the block on the right. (See map) (See map for parking) The banquet office is on the rear of the building facing Sunnyvale Ave. Look for the green awning that says “Banquet Office” and the elevator can be found at the rear entrance. From Highway 280 Southbound: Exit at De Anza Blvd. and turn left. (De Anza Blvd. will become Sunnyvale/Saratoga Rd.) Proceed 2 miles to El Camino Real. Cross El Camino and drive to Washington Avenue. Turn right on Washington Avenue. Go 3 blocks to Murphy Avenue and turn left. The Historic Del Monte Building is at the end of the block on the right. (See map) (See map for parking) The banquet office is on the rear of the building facing Sunnyvale Ave. Look for the green awning that says “Banquet Office” and the elevator can be found at the rear entrance. From Highway 880 Northbound or Southbound: Exit at Highway 237 and drive to the Mathilda Exit. Turn left and drive 2 miles to Washington Avenue. Turn left. Go 3 blocks to Murphy Avenue and turn left. The Historic Del Monte Building is at the end of the block on the right. (See map) (See map for parking) The banquet office is on the rear of the building facing Sunnyvale Ave. Look for the green awning that says “Banquet Office” and the elevator can be found at the rear entrance. Matilda Avenue Francis St. Saratoga / Sunnyvale Rd. Evelyn Ave. HIGHWAY 101 CalTrain PARKING Washington Street Parking HIGHWAY 280 California Ave. So. Murphy Avenue El Camino Real MACYíS PARKING PARKING Parking Sunnyvale Ave. PARKING Carroll St.


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    UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) H ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 OR h 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 0-26339 JUNIPER NETWORKS, INC. (Exact name of registrant as specified in its charter) Delaware 77-0422528 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1194 North Mathilda Avenue Sunnyvale, California 94089 (408) 745-2000 (Address of principal executive (Registrant’s telephone number, offices, including zip code) including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common stock, $0.00001 par value 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 filings requirements for the past 90 days. Yes H No h Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. H Indicate by check mark whether the registrant is an accelerated filer (as defined by Exchange Act Rule 12b-2). Yes H No h The aggregate market value of the Common Stock held by non-affiliates of the Registrant was approximately $2,678,909,000 as of the end of the Registrant’s second fiscal quarter, (based on the closing price for the Common Stock on the NASDAQ National Market on June 30, 2003). As of February 13, 2004 there were 395,436,000 shares of the Registrant’s Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE As noted herein, the information called for by Part III is incorporated by reference to specified portions of the Registrant’s definitive proxy statement to be issued in conjunction with the Registrant’s 2004 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the Registrant’s fiscal year ended December 31, 2003.


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    Table of Contents PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ITEM 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ITEM 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 ITEM 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 ITEM 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ITEM 5. Market for Registrant’s Common Equity and Related Stockholder Matters . . . . . . 12 ITEM 6. Selected Consolidated Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ITEM 7A. Quantitative and Qualitative Disclosure about Market Risk . . . . . . . . . . . . . . . . . . . . . . 33 ITEM 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 ITEM 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 ITEM 10. Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 ITEM 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 ITEM 13. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 ITEM 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K . . . . . . . . . . . . . 66 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67


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    PART I ITEM 1. Business Overview We design and sell products and services that together provide our customers with Internet Protocol (IP) network infrastructure solutions. Our solutions are incorporated into the global web of interconnected public and private networks across which a variety of media, including voice, video and data, travel to and from end users around the world. Our network infrastructure solutions enable service providers and other network-intensive businesses to support and deliver services and applications on a highly efficient and low cost integrated network. As a result, our customers, which include service providers, government organizations, cable operators, mobile operators, research and education institutions and network-intensive businesses, are able to convert networks that provide commoditized, best efforts services into more valuable assets that provide differentiation and value and increased reliability and security to end users, both corporate and residential. At the close of our fiscal year ended December 31, 2003, we had generated annual revenues of $701.4 million. We employed 1,553 employees as of December 31, 2003 and have conducted business in approximately 70 countries. We were incorporated in California in 1996 and reincorporated in Delaware in 1997. Our corporate headquarters is located in Sunnyvale, California. Our website address is www.juniper.net. The Juniper Networks Strategy Our objective and strategy is to transform the business of networking by converting bandwidth, which is a commodity, into a dependable, secure and highly valuable corporate asset. Our technological leadership and problem solving abilities combined with our experience and fundamental understanding of the requirements of high performance IP network infrastructure will help us in meeting our objectives. Key elements of our strategy are described below. Maintain and Extend Technology Leadership. Our application-specific integrated circuit (ASIC) technology, software and network-optimized product architecture have been key elements to establishing our technology leadership. We believe that these elements can be leveraged into future products we are currently developing. We intend to maintain and extend our technological leadership in the network infrastructure market through continued investment to enhance the feature richness of our products and to develop future differentiated offerings for our customers. Leverage Early Lead as Supplier of Purpose-Built Network Infrastructure. From inception we have focused on designing and building IP network infrastructure for service providers and network intensive businesses and have integrated purpose-built technology into a network optimized architecture that specifically meets our customers’ needs. We believe that many of these customers will deploy network infrastructure equipment from only a few vendors. The purpose-built advantages of our products provide us with a time-to-market lead, which is a critical advantage in gaining rapid penetration as one of these selected vendors. Once our products have been widely deployed in a customer’s network, we create a significant barrier to entry to potential competitors who do not currently offer commercially-viable next generation routing solutions. Be Strategic to Our Customers. In developing our solutions, we work very closely with customers to design and build a product specifically to meet their complex needs. Over time, we have expanded our understanding of the challenges facing these customers. That increased understanding has enabled us to subsequently design additional capabilities into our products. We believe our close relationships with, and constant feedback from, our customers have been key elements in our design wins and rapid deployment to date. We plan to continue to work very closely with our customers to implement enhancements to current products as well as to design future products that specifically meet their evolving needs. Enable New IP-Based Services. Our platform enables network operators to build networks cost effectively and to offer new differentiated services for their customers more efficiently than conventional products. We believe that the delivery of IP-based services and applications, including web hosting, outsourced Internet and intranet services, outsourced enterprise applications and voice-over IP, will continue to grow and are cost-effectively enabled by our network infrastructure solutions. 1


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    Establish and Develop Industry Partnerships. Our customers have diverse requirements, some of which our products satisfy. Our products are not intended to satisfy certain other requirements. Therefore we believe that it is important to build relationships with other industry leaders in a diverse set of networking technologies in order to fully support our customers’ requirements. Markets and Customers Our customers include network operators in and value added resellers that sell into the following markets: Service Providers Supporting nearly every major service provider network in the world, our platforms are designed and built for the scale and dependability that service providers demand. Our IP infrastructure solutions benefit these customers by: • Reducing capital and operational costs by running multiple services over the same network using our high density, highly reliable platforms; • Promoting generation of additional revenue by enabling new services to be offered to new market segments based on our product capabilities; and • Providing increased asset longevity and higher return on investment as their networks can scale to multi- terabit rates based on the capabilities of our platforms. Government Organizations Our solutions provide the security, dependability, and performance required by leading government agencies, including the United States Department of Defense, intelligence and civilian agencies. Juniper Networks helps government agencies transform their networking infrastructure by: • Delivering best-in-class network security without impacting performance or the ability to turn on additional services; • Providing highly dependable (reliable, available, and stable) products to ensure that government networks are operational and available; • Offering flexible and comprehensive service and support packages designed for federal customers; and • Working as a business partner for the long term with the optimal combination of flexibility, responsiveness, technical know-how and financial strength. Cable Operators Our solutions can enable cable operators to migrate their business model and systems from a flat rate Internet access offering to delivery of rich, pay-per-use content. Our platforms enable cable operators to enhance profitability by: • Enabling cable providers to use a single, cost-effective network to generate additional revenue and profit in key markets; • Increasing customer satisfaction, while lowering costs, by enabling consumers to self-select automatically provisioned service packages that provide the quality, speed and pricing they desire; and • Enabling operators to profitably package high performance, two-way, high-speed services and network- based security solutions for telecommuters, small businesses and small offices. Mobile Operators We play a leadership role as the mobile industry transforms into a business environment in which many interactive voice and data services are supported over a single, cost-efficient infrastructure. Mobile providers are improving existing business models with our solutions by: • Achieving a lower cost of ownership and better operational scale in their networks; • Facilitating a cost effective migration path from traditional networks to a single IP network; 2


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    • Reducing implementation costs and timelines through our partnerships with leading system integrators, which deliver integrated total solutions, with full service and support; and • Creating and delivering new offerings and enhancing the revenue potential of existing services. Research and Education Institutions Research and education (R&E) networks push the envelope in networking and applications, continually demanding the most advanced products and technologies while simultaneously helping shape their development. These networks help academic researchers and educators transform their vision into reality with scientific and educational advancements using applications such as telemedicine, 3D visualization and simulation, grid computing, and collaborative videoconferencing. Our products are deployed in R&E institutions and networks worldwide and further those institutions goals by providing: • High performance, reliable platforms for leading-edge scientific and educational applications; and • Advanced capabilities including IPv6, multicast, and packet filtering while maintaining high performance. Network-Intensive Businesses Our solutions are designed to meet the reliability and scalability demanded by the world’s largest and most advanced networks. For this reason, information intensive enterprises that rely on their networks for the essence of their business are able to deploy our solutions as a powerful component in delivering the advanced network capabilities needed for their leading-edge applications while: • Reducing costs through operational efficiencies in implementing and managing the network; • Driving down capital expenses with sophisticated network intelligence that is robust, secure and scalable; and • Providing enterprises with the control necessary to deliver an assured user experience to their customers and internal clients. Fundamental Requirements for High Performance, Low Cost Integrated Networks As they work to support dramatic growth in IP traffic and seek to offer new revenue generating or mission- critical services, service providers, government organizations, cable operators, mobile operators and network- intensive businesses require network infrastructure equipment that is not only feature rich but also delivers high reliability and performance. Feature richness, high reliability, high performance, security, scalability, interoperability, and cost effectiveness are each fundamental requirements in meeting the needs associated with the growth in IP traffic and the efficient delivery of value-added services to end users. Feature Richness. The importance of increasing revenue streams and decreasing capital and operational costs for our customers is a significant priority in the industry. Customers want to sell more revenue generating services with better cost efficiencies, which is ultimately a function of the features and capabilities that can be provided on each of the network elements. Most of the feature richness evolves in software and as the networks advance, more and more features are required to sell new services as well as to lower the ongoing costs of operating the network. Next generation routers therefore need to have flexibility to add new capabilities frequently without compromising the performance of the system, which gets increasingly difficult as the network demands increase. High Reliability. As businesses and consumers increasingly rely on IP networks for mission-critical applications, high network reliability is essential. As a result, those businesses and consumers expect service providers to deliver a high degree of reliability in their networks. High Performance Without Compromising Intelligence. To handle the rapid growth in IP traffic, today’s network operators increasingly require network infrastructure that can operate at higher speeds, while still delivering real-time services such as security and quality-of-service features. The processing of data packets at these high speeds requires sophisticated forwarding technology to inspect each packet and assign it to a destination based on priority, data type and other considerations. Since a large number of IP packets, many of which perform critical administrative functions, are small in size, high performance IP routers need to achieve their specified transmission speeds even for small packet sizes. Since smaller packets increase packet processing demands, routing large numbers of smaller 3


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    packets tends to be more resource intensive than routing of larger packets. A wire speed router, which achieves its specified transmission rate for any type of traffic passing through it, can accomplish this task. Thus, provisioning of mission-critical services increasingly requires the high performance enabled by wire speed processing. High Performance Under Stressful Conditions. In a large and complex network, individual components inevitably fail. However, the failure of an individual device or link must not compromise the network as a whole. In a typical network, when a failure occurs, the network loses some degree of capacity and, in turn, a greater load falls on the remaining network routers, which must provide alternate routes. IP infrastructure must quickly adjust to the new state of the network to maintain packet forwarding rates and avoid dropping significant numbers of packets when active routes are lost or when large numbers of routes change. Routing protocols are used to accomplish this convergence, a process that places even greater stress on the router. Given the complexity of IP network infrastructure, the convergence process is far more complex and places a far greater load on the routing software, thereby requiring a much more sophisticated device. Security. There are more and more issues everyday regarding network security ranging from simple denial of service attacks to sophisticated, pervasive and malicious intrusions. The challenge of security is increasing in awareness within all of our customers and we are continually improving and evolving the security capabilities on product solutions. It is extremely important to provide comprehensive network-based security services that are fully integrated, free of performance trade-offs and scaled to any customer or market. Scalability. Due to the rapid growth in IP traffic, service providers must continuously expand their networks, both in terms of increased numbers of access points of presence (PoPs), and also greater capacity per PoP. To facilitate this expansion process, network infrastructure equipment must be highly scalable. Next generation routers therefore need to be flexible and configurable to function within constantly changing networks while incurring minimal downtime. Interoperability. In order to gain acceptance in IP networks, new products must be compatible with the existing network environment. Given the open and inter-connected nature of the public network infrastructure, service providers, government organizations, cable operators, mobile operators and network-intensive businesses must control and police traffic on their networks. As a result, the operating system in each router must offer 100% compatibility with the interior protocols and standards used within each network. The compatibility level must be maintained despite changes to equipment configuration and network architecture and upgrades to the various protocol standards. Thus, the operating system must be flexible to support any necessary revisions. This level of compatibility, in turn, cannot impact the performance, scalability or reliability of the equipment. Attaining this sophisticated level of interoperability is highly challenging and requires significant testing to ensure compatibility. High Return on Investment in Network Infrastructure. Continued growth in IP traffic, price competition in the telecommunications market and increasing pressure for network operators to attain higher returns on their network infrastructure investments all contribute to our customers’ desire for solutions that significantly reduce the capital expenditures required to build and operate their networks. In addition to the basic cost of equipment, network operators incur substantial ancillary costs for the space required to deploy the equipment, power consumed and ongoing operation and maintenance of the equipment. Network operators therefore want to deploy dense and varied equipment configurations in limited amounts of rack and floor space. Therefore, in order to continue to scale their networks toward higher data speeds in a cost effective manner, network operators need the ability to mix and match easily many different speed connections at appropriate densities, without significantly increasing the consumption of space or power and driving costs higher. These requirements define a clear need for IP infrastructure solutions that can support high speeds and offer new IP-based services. At the same time, network operators are eagerly seeking new solutions that increase the level of scalability and reliability within their networks and reduce the cost of their architectures. Juniper Networks Technology and Products Early in the Company’s history, we developed, marketed and sold the first commercially available purpose-built IP backbone router optimized for the specific high performance needs of service providers.As the need for core bandwidth continued to increase, the need for service rich platforms at the edge of the network was created. Our products are designed to address the needs at the core and the edge of the network as well as for wireless and cable access by combining high- performance packet forwarding technology and rich software into a network-optimized solution. 4


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    Today, as then, our technology is built upon our router architecture, ASIC and software expertise. Our products offer a full suite of scalable, tested routing protocols, which are used to control and direct network traffic, and are critical to a network routing solution. This control is made more important by the fact that the size and complexity of IP networks are increasing at a time when service providers are looking to differentiate themselves through value- added service offerings. General Product Architecture We believe that an overview of the physical nature of our products is helpful in understanding the operation of our business. Although specific designs vary among our product families, our platforms are essentially modular, with the chassis serving as the base of the platform. The chassis contains components that enable and support many of the fundamental functions of the router, such as power supplies, cooling fans, and components that run our JUNOS or JUNOSe operating system, perform high-speed packet forwarding, or keep track of the structure of the network and instruct the packet forwarding components where to send packets. Each chassis has a certain number of slots that are available to be populated with components we refer to as modules or interfaces. The modules are the components through which the router receives incoming packets of data from the network over a variety of transmission media. The physical connection between a transmission medium and a module is referred to as a port. The number of ports on a module varies widely depending on the functionality and throughput offered by the module. In some cases, modules do not contain ports or physically receive packets from the network, but rather enhance the overall functionality of the router. We refer to these components as service modules. Product Families M-Series and T-Series: Our M-series platforms are extremely versatile as they can be deployed at the edge of operator networks, in small and medium core networks, and in other applications. The M-series product family includes the M5, M7i, M10, M10i, M20, M40e, M160 and M320 platforms. Our T-series platforms, T320 and T640, are primarily designed for core IP infrastructures. The M-series and T-series products leverage our ASIC technology and the same JUNOS operating system to ensure continuous and predictable service delivery, while reducing capital and operational costs. E-Series: Our E-series products are a full featured platform with support for carrier-class routing, broadband subscriber management services and a comprehensive set of IP services. The E-series family includes the ERX-310, ERX-705, ERX-710, ERX-1410, and ERX-1440 platforms. Leveraging our JUNOSe operating system, the E-Series service delivery architecture enables service providers to easily deploy innovative revenue generating services to their customers and avoid the costly and limiting piecemeal outcomes that result from equipment that delivers inconsistent edge services. All E-Series platforms offer a full suite of routing protocols and provide scalable capacity for tens of thousands of users. J-20: Our J-20 product, developed together with Ericsson A.B., provides a scalable solution for wireless networks and supports wireless operators in their evolution from voice-centric networks to the new multimedia-rich networks. Sales, Marketing and Distribution Structure As of December 31, 2003, the Company employed a staff of 434 employees in our worldwide sales and marketing organizations. These sales employees operate within their respective regions and generally either engage customers directly or manage customer opportunities through our strategic distribution relationships and value-added resellers. Information concerning our revenues by significant customers and by geographic region can be found in Note 2 and Note 12 to the Consolidated Financial Statements included within this Annual Report on Form 10-K. Direct Sales Structure Our direct sales organization is organized according to theater and within each theater according to the particular needs in that market. For example, currently the Americas sales theater is organized into three geographic areas and two vertical markets. In addition, within the US geographic areas, the major incumbent carriers are assigned dedicated account teams that operate separately from the territory teams. The Asia-Pacific sales theater 5


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    is organized into four geographic areas, while the EMEA sales theater is organized into six major account teams, and geographic teams covering all activity outside of the major accounts. Our direct relationships with our customers are generally governed either by customer purchase orders and our acknowledgement of those orders or by purchase contracts. In instances where we have contracts with our customer, those contracts set forth only general terms of sale and do not require customers to purchase specified quantities of our products. Global Channel System In our sales and marketing efforts, we also employ a global network of strategic distribution relationships as well as theater or country-specific value added resellers. Within each theater, in addition to our direct sales force, we employ sales professionals to assist with the management of our various channel partners. We have strategic distribution relationships with Ericsson A.B., Lucent Technologies and Siemens A.G. We believe that each of these companies have significant customer relationships in place and offer products that complement our product offerings. Our arrangements with each of these partners allow them to distribute our products on a worldwide, non-exclusive basis, provide for discounts based upon the volume of products sold and specify other general terms of sale. The agreements do not require these partners to purchase specified quantities of our products. Each of Ericsson and Siemens accounted for greater than 10% of our total revenues in 2003. In addition to these strategic distribution relationships, the Company maintains relationships with value-added resellers in various theaters. These resellers tend to be focused on particular theaters or particular countries within theaters. These resellers have expertise in deploying complex network infrastructure in their respective markets. Our agreements with these resellers are non-exclusive, generally limited by theater, and provide volume-based discounts and other ordinary terms of sale. These agreements do not require resellers to purchase specified quantities of our products. Customer Service and Support We believe that a broad range of support services is essential to the successful deployment and ongoing support of our products and we have hired support engineers with proven network experience to provide those services. In most cases, our customer service and support organization provides front line product support and is the problem resolution interface to our partners and direct end users. We offer the following services: 24x7x365 technical assistance, hardware repair and replacement, professional services and educational services. We deliver these services directly to major end users and also utilize a multi-tiered support model, leveraging the capabilities of our partners and third party organizations. We also train our partners in the delivery of education and support services. As of December 31, 2003, we employed 190 people in our worldwide customer service and support organization. Research and Development We have assembled a team of skilled engineers with extensive experience in the fields of high-end computing, network system design, routing protocols and embedded software. These individuals have been drawn from leading computer data networking and telecommunications companies. In addition to building complex hardware and software systems, the engineering team has experience in delivering highly integrated ASICs and scalable technology. We believe that strong product development capabilities are essential to our strategy of enhancing our core technology, developing additional applications, incorporating that technology and maintaining the competitiveness of our product and service offerings. We are leveraging our ASIC technology, developing additional network interfaces targeted to our customer applications and continuing to develop next generation technology to support the anticipated growth in IP network requirements. We continue to expand the functionality of our products to improve performance and scalability, and to provide an enhanced user interface. Our research and development process is driven by the availability of new technology, market demand and customer feedback. We have invested significant time and resources in creating a structured process for all product development projects. This process involves all functional groups and all levels within the Company. Following an assessment of market demand, our research and development team develops a full set of comprehensive 6


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    functional product specifications based on inputs from the product management and sales organizations. This process is designed to provide a framework for defining and addressing the steps, tasks and activities required to bring product concepts and development projects to market. As of December 31, 2003, we employed 669 people in our worldwide research and development organization. Our research and development expenses totaled $176.1 million, $161.9 million and $155.5 million for the years ended December 31, 2003, 2002 and 2001, respectively. Manufacturing Our manufacturing operation is outsourced. We currently have manufacturing relationships with Celestica and Plexus, under which we have subcontracted our manufacturing activity. This subcontracting activity extends from prototypes to full production and includes activities such as material procurement, final assembly, test, control, shipment to our customers and repairs. We design, specify and monitor all of the tests that are required to meet internal and external quality standards. These arrangements provide us with the following benefits: • we conserve the working capital that would be required for funding inventory; • we can adjust manufacturing volumes quickly to meet changes in demand; • we can quickly deliver products to customers with turnkey manufacturing and drop shipment capabilities; • we gain economies of scale because, by purchasing large quantities of common components, our contract manufacturers obtain more favorable pricing than we could buying components alone; and • we operate without dedicating significant space to manufacturing operations. Our contract manufacturers manufacture our products based on rolling forecasts from us about our product needs. Each of the contract manufacturers procure components necessary to assemble the products in our forecast and test the products according to our specifications. Products are then shipped directly to our customers. The Company is not the owner of any of the components and our customers generally take title to our products upon shipment from the contract manufacturers. In certain circumstances, we may be liable to our contract manufacturers for carrying and obsolete material charges for excess components purchased based on our forecasts. Although we have contracts with our contract manufacturers, those contracts merely set forth a framework within which the contract manufacturer may accept purchase orders from us. The contracts do not require them to accept purchase orders from us or to manufacture our products, on a long-term basis. Our ASICs are manufactured by IBM who is responsible for all aspects of the production of the ASICs using our proprietary designs. Competition Competition in the network infrastructure market is intense. Cisco Systems, Inc. (“Cisco”) has historically dominated the market, with other companies such as Nortel Networks and Alcatel S.A. providing products to a smaller segment of the market. In addition, a number of public and private companies have announced plans for new products to address the same needs that our products address. Cisco traditionally has been the dominant supplier of solutions to our markets. We believe this is the result of its early leadership position in the enterprise router market. As both large public and private networks and traffic over the Internet has grown rapidly, Cisco has leveraged this position and has developed a broad product line of routers that support all major local area and wide area interfaces. We believe that our ability to compete with Cisco depends upon our ability to demonstrate that our products are superior in meeting the needs of our current and potential customers and are extremely compatible with Cisco’s current and future products. Although we believe that we are currently among the top providers of IP infrastructure solutions worldwide, we cannot assure you that we will be able to compete successfully with Cisco, currently the leading provider in this market. We expect that, over time, large companies with significant resources, technical expertise, market experience, customer relationships and broad product lines, such as Nortel and Alcatel, will introduce new products which are 7


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    designed to compete more effectively in this market. As a result, we expect to face increased competition in the future from larger companies with significantly more resources than we have. Although we believe that our technology and the purpose-built features of our products make them unique and will enable us to compete effectively with these companies, we cannot assure you that we will be successful. Many of our current and potential competitors, such as Cisco, Nortel and Alcatel, have significantly broader product lines than we do and may bundle their products with other networking products in a manner that may discourage customers from purchasing our products. Also, many of our current and potential competitors have greater name recognition and more extensive customer bases that could be leveraged. Increased competition could result in price reduction, fewer customer orders, reduced gross margins and loss of market share, any of which could seriously harm our operating results. There are also many small public and private companies that claim to have products with greater capabilities than our products. Consolidation in this industry has begun, with one or more of these smaller private companies being acquired by large, established suppliers of network infrastructure products, and we believe it is likely to continue. As a result, we expect to face increased competition in the future from larger companies with significantly more resources than we have. Several companies also provide solutions that can substitute for some uses of routers. For example, high bandwidth Asynchronous Transfer Mode (“ATM”) switches are used in the core of certain major backbone service providers. ATM switches can carry a variety of traffic types, including voice, video and data, using fixed, 53 byte cells. Companies that use ATM switches are enhancing their products with new software technologies such as Multi- Protocol Label Switching (“MPLS”), which can potentially simplify the task of mixing routers and switches in the same network. These substitutes can reduce the need for large numbers of routers. Intellectual Property Our success and ability to compete are substantially dependent upon our internally developed technology and know-how. Our engineering teams have significant expertise in ASIC design and we own all rights to the design of the ASICs, which form the core of many of our products. Our software was developed internally and is protected by United States and other copyright laws. We currently have 30 issued U.S. patents expiring between 2016 and 2021. While we rely on patent, copyright, trade secret and trademark law to protect our technology, we also believe that factors such as the technological and creative skills of our personnel, new product developments, frequent product enhancements and reliable product maintenance are essential to establishing and maintaining a technology leadership position. There can be no assurance that others will not develop technologies that are similar or superior to our technology. Our success will depend upon our ability to obtain necessary intellectual property rights and protect our intellectual property rights. While we have filed patent applications, we cannot be certain that these applications will issue into patents, that we will be able to obtain the necessary intellectual property rights or that other parties will not contest our intellectual property rights. Employees As of December 31, 2003, we had 1,553 full-time employees, 260 of whom were in finance, administration, IT and operations. None of our employees are represented by a labor union. We have not experienced any work stoppages and we consider our relations with our employees to be good. Our future performance depends in significant part upon the continued service of our key technical, sales and senior management personnel, none of whom is bound by an employment agreement requiring service for any defined period of time. The loss of the services of one or more of our key employees could have a material adverse effect on our business, financial condition and results of operations. Our future success also depends on our continuing ability to attract, train and retain highly qualified technical, sales and managerial personnel. Competition for such personnel is intense, and there can be no assurance that we can retain our key personnel in the future. 8


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    Available Information We file our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 with the SEC electronically. The public may read or copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov. You may obtain a free copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports on the day of filing with the SEC on our website at http:// www.juniper.net, by contacting the Investor Relations Department at our corporate offices by calling (888) 586-4737 or by sending an e-mail message to investor-relations@juniper.net. ITEM 2. Properties Our corporate headquarters is located in Sunnyvale, California and consists of three buildings totaling approximately 424,825 square feet. Each building is on an individual lease, and provides various option, expansion and extension provisions. The Building #1 (144,315 square feet) lease expires on June 30, 2012, the Building #2 (122,435 square feet) lease expires on February 14, 2013 and the Building #3 (158,075 square feet) lease expires on May 31, 2014. We also own approximately 80 acres of land adjacent to our leased corporate headquarters location. Additionally, we lease an approximately 225,000 square foot facility in Westford, Massachusetts under two leases. The leases expire in the first quarter of 2011. We also lease various offices throughout the United States, Canada, South America, Europe, the Middle East and the Asia Pacific region. Larger offices are located in Virginia, Colorado, Canada, the United Kingdom, France, The Netherlands, Hong Kong, China, Korea, Japan and Australia. Our current offices are in good condition and appropriately support our business needs. ITEM 3. Legal Proceedings The Company is subject to legal claims and litigation arising in the ordinary course of business, including the matters described below. The outcome of these matters is currently not determinable. However, the Company does not expect that such legal claims and litigation will ultimately have a material adverse effect on the Company’s consolidated financial position or results of operations. IPO Allocation Case In December 2001, a class action complaint was filed in the United States District Court for the Southern District of New York against the Goldman Sachs Group, Inc., Credit Suisse First Boston Corporation, FleetBoston Robertson Stephens, Inc., Royal Bank of Canada (Dain Rauscher Wessels), SG Cowen Securities Corporation, UBS Warburg LLC (Warburg Dillon Read LLC), Chase (Hambrecht & Quist LLC), J.P. Morgan Chase & Co., Lehman Brothers, Inc., Salomon Smith Barney, Inc., Merrill Lynch, Pierce, Fenner & Smith, Incorporated (collectively, the “Underwriters”), the Company and certain of the Company’s officers. This action was brought on behalf of purchasers of the Company’s common stock in the Company’s initial public offering in June 1999 and its secondary offering in September 1999. Specifically, among other things, this complaint alleged that the prospectus pursuant to which shares of common stock were sold in the Company’s initial public offering and its subsequent secondary offering contained certain false and misleading statements or omissions regarding the practices of the Underwriters with respect to their allocation of shares of common stock in these offerings and their receipt of commissions from customers related to such allocations. Various plaintiffs have filed actions asserting similar allegations concerning the initial public offerings of approximately 300 other issuers. These various cases pending in the Southern District of New York have been coordinated for pretrial proceedings as In re Initial Public Offering Securities Litigation, 21 MC 92. In April 2002, plaintiffs filed a consolidated amended complaint in the action against the Company, alleging violations of the Securities Act of 1933 and the Securities Exchange Act of 1934. Defendants in the coordinated proceeding filed motions to dismiss. In October 2002, the Company’s officers were dismissed from the case without prejudice pursuant to a stipulation. On February 19, 2003, the Court granted in part and denied in part the motion to dismiss, but declined 9


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    to dismiss the claims against the Company. A proposal has been made for the settlement and release of claims against the issuer defendants, including the Company. The settlement is subject to a number of conditions, including approval of the proposed settling parties and the court. If the settlement does not occur, and litigation against the Company continues, the Company believes it has meritorious defenses and intends to defend the case vigorously. Federal Securities Class Action Suit During the quarter ended March 31, 2002, a number of essentially identical shareholder class action lawsuits were filed in the United States District Court for the Northern District of California against the Company and certain of its officers and former officers purportedly on behalf of those stockholders who purchased the Company’s publicly traded securities between April 12, 2001 and June 7, 2001. In April 2002, the judge granted the defendants’ motion to consolidate all of these actions into one; in May 2002, the court appointed the lead plaintiffs and approved their selection of lead counsel and an amended complaint was filed in July 2002. The plaintiffs allege that the defendants made false and misleading statements, assert claims for violations of the federal securities laws and seek unspecified compensatory damages and other relief. In September 2002, the defendants moved to dismiss the amended complaint. In March 2003, the judge granted defendants motion to dismiss with leave to amend. The plaintiffs filed their amended complaint in April 2003 and the defendants moved to dismiss the amended complaint in May 2003. The hearing on defendants’ motion to dismiss was held on September 12, 2003. The judge has not yet ruled on the motion. There has been no discovery to date and no trial is scheduled. The Company continues to believe the claims are without merit and intends to defend the action vigorously. State Derivative Claim Based on the Federal Securities Class Action Suit In August 2002, a consolidated amended shareholder derivative complaint purportedly filed on behalf of the Company, captioned In re Juniper Networks, Inc. Derivative Litigation, Civil Action No. CV 807146, was filed in the Superior Court of the State of California, County of Santa Clara. The complaint alleges that certain of the Company’s officers and directors breached their fiduciary duties to the Company by engaging in alleged wrongful conduct including conduct complained of in the securities litigation described above. The complaint also asserts claims against a Juniper Networks investor. The Company is named solely as a nominal defendant against whom the plaintiff seeks no recovery. In October 2002, the Company as a nominal defendant and the individual defendants filed demurrers to the consolidated amended shareholder derivative complaint. In March 2003, the judge sustained defendants’ demurrers with leave to amend. The plaintiffs lodged their amended complaint in May 2003 and the defendants demurred to the amended complaint and moved to stay the consolidated action pending resolution of the federal action. On August 25, 2003, the Court sustained defendants’ demurrer with leave to amend and denied the motion to stay without prejudice. Plaintiffs’ third amended complaint is due February 24, 2004. There has been limited discovery to date and no trial is scheduled. The Company continues to believe the claims are without merit and intends to defend the action vigorously. Toshiba Patent Infringement Litigation On November 13, 2003, Toshiba Corporation filed suit in the United States District Court in Delaware against the Company, alleging that certain products infringe four Toshiba patents, and seeking an injunction and unspecified damages. The Company believes that it has meritorious defenses to the claims and intends to defend the suit vigorously. ITEM 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report. 10


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    EXECUTIVE OFFICERS OF THE REGISTRANT The following sets forth certain information regarding our executive officers as of December 31, 2003. Name Age Position Scott Kriens . . . . . . . . . . . . . . . . . . . . . . . . 46 President, Chief Executive Officer and Chairman of the Board Pradeep Sindhu . . . . . . . . . . . . . . . . . . . . . 51 Chief Technical Officer and Vice Chairman of the Board James A. Dolce Jr. . . . . . . . . . . . . . . . . . 41 Executive Vice President, Field Operations Marcel Gani . . . . . . . . . . . . . . . . . . . . . . . . 51 Executive Vice President, Chief Financial Officer Ashok Krishnamurthi . . . . . . . . . . . . . . . 38 Vice President and General Manager, Engineering SCOTT KRIENS has served as President, Chief Executive Officer and Chairman of the board of directors of Juniper Networks since October 1996. From April 1986 to January 1996, Mr. Kriens served as Vice President of Sales and Vice President of Operations at StrataCom, Inc., a telecommunications equipment company, which he co-founded in 1986. Mr. Kriens received a B.A. in Economics from California State University, Hayward. Mr. Kriens also serves on the board of directors of Equinix, Inc. and Verisign, Inc. PRADEEP SINDHU co-founded Juniper Networks in February 1996 and served as Chief Executive Officer and Chairman of the board of directors until September 1996. Since then, Dr. Sindhu has served as Vice Chairman of the board of directors and Chief Technical Officer of Juniper Networks. From September 1984 to February 1991, Dr. Sindhu worked as a Member of the Research Staff, and from March 1987 to February 1996, as the Principal Scientist, and from February 1994 to February 1996, as Distinguished Engineer at the Computer Science Lab, Xerox Corporation, Palo Alto Research Center, a technology research center. Dr. Sindhu holds a B.S.E.E. from the Indian Institute of Technology in Kanpur, an M.S.E.E. from the University of Hawaii and a Masters in Computer Science and Ph.D. in Computer Science from Carnegie-Mellon University. JAMES A. DOLCE, JR. joined Juniper Networks as Executive Vice President Field Operations in July 2002 as part of our acquisition of Unisphere Networks, Inc. He served as Chief Executive Officer and a director of Unisphere from July 2000 until July 2002. From January 2000 to July 2000, Mr. Dolce served as President of Unisphere. From April 1999 to January 2000, Mr. Dolce served as Vice President of the Data Products Group of Unisphere. From September 1997 to April 1999, he served as President of Redstone Communications, which he co-founded. From May 1996 to July 1997, Mr. Dolce served as Vice President and General Manager of the Remote Access Business Unit of Cascade Communications, a provider of wide area network switches. MARCEL GANI joined Juniper Networks as Chief Financial Officer in February 1997 and became Executive Vice President and Chief Financial Officer in July 2002. From January 1996 to January 1997, Mr. Gani served as Vice President and Chief Financial Officer of NVIDIA Corporation, a 3D graphic processor company. Mr. Gani also held the positions of Vice President and Chief Financial Officer at Grand Junction Networks, a data networking company acquired by Cisco Systems, Inc., from March 1995 to January 1996, and at Primary Access Corporation, a data networking company acquired by 3Com Corporation, from March 1993 to March 1995. Mr. Gani holds an M.B.A. from the University of Michigan. Mr. Gani also serves on the board of directors of the Chalone Wine Group. ASHOK KRISHNAMURTHI joined Juniper Networks in 1996 and has served as Executive Vice President, Engineering since September 2003. Mr. Krishnamurthi served as Director of Engineering from May 1999 to June 2000, as Vice President, Hardware Engineering from June 2000 to January 2002, and as Vice President, Engineering from January 2002 to September 2003. Mr. Krishnamurthi holds a B.E. from the Manipal Institute of Technology and a M.S. from Syracuse University. 11


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    PART II ITEM 5. Market for Registrant’s Common Equity and Related Stockholder Matters Our common stock has been quoted on the NASDAQ National Market under the symbol “JNPR” since June 25, 1999. Prior to that time, there was no public market for the common stock. All stock information has been adjusted to reflect the three-for-one split, effected in the form of a stock dividend to each stockholder of record as of December 31, 1999 and a two-for-one split, effected in the form of a stock dividend to each stockholder of record as of May 15, 2000. Juniper Networks has never paid cash dividends on its common stock and has no present plans to do so. There were approximately 1,520 stockholders of record at January 31, 2004. The following table sets forth the high and low closing bid prices as reported on NASDAQ: 2002 High Low First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $21.99 $ 9.32 Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13.23 $ 5.13 Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.21 $ 4.58 Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.85 $ 4.43 2003 First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.69 $ 7.36 Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14.45 $ 8.16 Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18.00 $12.63 Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19.01 $15.17 12

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