Case 3:17-cv-05659-WHA Document 245-3 Filed 11/23/18 Page 1 of 3
`Case 3:17-cv-05659-WHA Document 245-3 Filed 11/23/18 Page 1 of 3
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`EXHIBIT 2
`EXHIBIT 2
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`11/23/2018
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`Document
`Case 3:17-cv-05659-WHA Document 245-3 Filed 11/23/18 Page 2 of 3
`10-K 1 jnpr-10k20171231.htm FORM 10-K
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`UNITED STATES SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`FORM 10-K
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`(Mark One)
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`x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
`For the fiscal year ended December 31, 2017
`or
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`o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
`For the transition period from__________ to____________
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`JUNIPER NETWORKS, INC.
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`Commission file number 001-34501
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`(Exact name of registrant as specified in its charter)
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`Delaware
`(State or other jurisdiction of incorporation or organization)
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`77-0422528
`(I.R.S. Employer Identification No.)
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`1133 Innovation Way
`Sunnyvale, California
`(Address of principal executive offices)
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`(408) 745-2000
`(Registrant's telephone number, including area code)
`Securities registered pursuant to Section 12(b) of the Act:
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`94089
`(Zip code)
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`Title of each class
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`Common Stock, par value $0.00001 per share
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`Name of each exchange on which registered
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`New York Stock Exchange
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`Securities registered pursuant to Section 12(g) of the Act: None
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`Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
`Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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`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 x No o
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`Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
`submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
`was required to submit and post such files). Yes x No o
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`Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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 this Form 10-K or any
`amendment to this Form 10-K. o
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`Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
`definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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`Large accelerated filer x
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`Accelerated filer o
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`Non-accelerated filer o
`(Do not check if a
`smaller reporting company)
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`Smaller reporting company o
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`Emerging growth company o
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`If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
`revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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`Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
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`The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $10,485,000,000 as of the end of the registrant's
`second fiscal quarter (based on the closing sale price for the common stock on the New York Stock Exchange on June 30, 2017).
`As of February 16, 2018, there were 343,756,577 shares of the registrant's common stock outstanding.
`DOCUMENTS INCORPORATED BY REFERENCE
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`Document
`Case 3:17-cv-05659-WHA Document 245-3 Filed 11/23/18 Page 3 of 3
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`11/23/2018
`Table of Contents
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`Backlog
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`Our sales are made primarily pursuant to purchase orders under framework agreements either with our distributors, resellers or
`customers. At any given time, we have backlog orders for products that have not shipped. Because customers may cancel purchase
`orders or change delivery schedules without significant penalty, we believe that our backlog at any given date may not be a reliable
`indicator of future operating results. As of December 31, 2017 and December 31, 2016, our total product backlog was approximately
`$400.7 million and $441.2 million, respectively. Our product backlog consists of confirmed orders for products scheduled to be shipped
`to customers, generally within the next six months, and excludes orders from distributors as we recognize product revenue on sales
`made through distributors upon sell-through to end-users. Backlog also excludes certain future revenue adjustments for items such as
`product revenue deferrals, sales return reserves, service revenue allocations, and early payment discounts.
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`Seasonality
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`We, as do many companies in our industry, experience seasonal fluctuations in customer spending patterns. Historically, we have
`experienced stronger customer demand in the fourth quarter and weaker demand in the first quarter. This historical pattern should not
`be considered a reliable indicator of our future net revenues or financial performance.
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`Competition
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`We compete in the network infrastructure markets. These markets are characterized by rapid change, converging technologies, and a
`migration to networking solutions that offer agility advantages. In the network infrastructure business, Cisco Systems, Inc., or Cisco,
`has historically been the dominant player. However, our principal competitors also include Arista Networks, Inc., or Arista; Dell Inc.,
`or Dell; Hewlett Packard Enterprise Co., or HPE; Huawei Technologies Co., Ltd., or Huawei; and Nokia Corporation, or Nokia.
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`Many of our current and potential competitors, such as Cisco, Nokia, HPE, and Huawei, among others, have broader portfolios which
`enable them to bundle their networking products with other networking and information technology products in a manner that may
`discourage customers from purchasing our products. Many of our current and potential competitors have greater name recognition,
`marketing budgets, and more extensive customer bases that they may leverage to compete more effectively. Increased competition
`could result in price reductions, fewer customer orders, reduced gross margins, and loss of market share, negatively affecting our
`operating results.
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`In addition, there are a number of other competitors in the security network infrastructure space, including Palo Alto Networks, Inc., or
`Palo Alto Networks; Check Point Software Technologies, Ltd., or Check Point; F5 Networks, Inc., or F5 Networks; and Fortinet, Inc.,
`or Fortinet; among others, who tend to be focused specifically on security solutions and, therefore, may be considered specialized
`compared to our broader product line.
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`We expect that over time, large companies with significant resources, technical expertise, market experience, customer relationships,
`and broad product lines, such as Cisco, Nokia, and Huawei, will introduce new products designed to compete more effectively in the
`market. There are also several other companies that aim to build products with greater capabilities to compete with our products.
`Further, there has been significant consolidation in the networking industry, with smaller companies being acquired by larger,
`established suppliers of network infrastructure products. We believe this trend is likely to continue which may increase the competitive
`pressure faced by us due to their increased size and breadth of their product portfolios.
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`In addition to established competitors, a number of public and private companies have announced plans for new products to address the
`same needs that our products address. We believe that our ability to compete depends upon our ability to demonstrate that our products
`are superior and cost effective in meeting the needs of our current and potential customers.
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`As a result, we expect to face increased competition in the future from larger companies with significantly more resources than we
`have and also from emerging companies that are developing new technologies. 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
`guarantee that we will be successful.
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