Juniper 10-K
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JUNIPER NETWORKS, INC. 1194 N. Mathilda Avenue Sunnyvale, California 94089 www.juniper.net (408) 745-2000 2004 Annual Report Letter to Stockholders Notice of 2005 Annual Meeting of Stockholders and Proxy Statement Report on Form 10-K To Our Valued Stockholders, Juniper Networks expanded its leadership in secure and assured networking and achieved several significant milestones as the company continued to strengthen and grow its market-leading position. We generated revenue of over $1.3B in 2004, up 90% from 2003, by executing on the four strategic goals we set out to accomplish at the beginning of the year: Expand the franchise and the brand throughout the world, and across industries and applications. We expanded into new markets, including the customer premise equipment market and the private network markets as well as the Firewall/VPN and SSL markets through our security acquisition and portfolio. Our brand awareness increased around the world and we have grown facilities in both Bangalore and Beijing to expand our development capability and the pool of top talent that we employ. And today we do business in more than 75 countries around the world, with over 80 offices in 35 countries. Continue to invest in leading edge technology. We innovated and delivered several new infrastructure and security solutions and to further strengthen our leadership, we delivered approximately 500 new features on both the infrastructure and security portfolio. Broaden the collaboration with our partners. We made significant investments in our channel partners through our J-Partners program and collaborated with leading industry partners such as Microsoft, IBM, Netegrity, Oblix and RSA Security to help us expand our leadership position. The announcement of the Endpoint Defense Initiative enabled broader and deeper integration of our SSL VPN appliances with leading endpoint security products from our Global Alliances Program partners. In addition, we expanded our distribution arrangement with Ingram Micro, the world’s largest IT distributor, and we have enjoyed continued success with our strategic partners such as Ericsson, Lucent, NEC, and Siemens worldwide. Focus on the commitment to leadership in our industry, along with our customers. Today we enjoy relationships with all of the top 25 wireline service providers worldwide and we enjoy relationships with thousands of other customers operating both public and private networks worldwide. The Infranet Council has taken hold and we are working with many partners on making the network both secure and assured. And according to industry analysts, we increased our market share in all markets and we received recognition across the industry including 20 Product awards; 8 Analyst awards; 5 Executive awards; 5 Company awards; 2 Channel Awards; and a Marketing award. There was one additional goal we added at the completion of the NetScreen acquisition and as we grew the company: Scale the business and the processes and practices that support it. With the acquisition of NetScreen, the company built more management breadth by adding a team with experience at scale, expanding the bench strength of the company. In addition, we retooled some of the systems and procedures behind our distribution channel and this has already begun to bring returns. In summary, 2004 was a record year. The goals we put in place were strategic in nature and as they continue into the 2005 plans we believe we can capitalize on the progress we have made. Our strategy continues to focus on being the best supplier of traffic processing solutions, which enables our customers to secure and assure their networks. As we enter this year, we will focus on expanding upon the achievements we made last year: Increase our investment in sales and marketing. It is essential to expand and grow our presence in new markets, serving both private and public networks with a full portfolio of 1 secure and assured networking products, to build on the growing credibility we enjoy with the Juniper brand today. Increase our investment in R&D to continue our technological innovation and leadership and further advance our competitive advantage. Our competitive advantage is the cumulative effect of these investments. Juniper will continue to invest to protect and expand our lead by recruiting top talent around the world and investing in our products and our intellectual property. Continue to capitalize on the investments made in our partners. Much of our spending in sales and marketing will be earmarked for partners and their development, to help generate the demand and to offer the support of our partners to fulfill that demand. Take our current leadership position and extend it even further. This goal will be measured by our involvement with our customers as they design and implement the migration to a more secure multi service network environment. This involvement demonstrates our value, and we are in more discussions, at more strategic levels, than ever before. Scale the company for continued growth. We are concentrating on scaling our management experience, through both the hiring of outstanding and experienced people, as well as by investing significantly in the development of our existing team. We will also continue to scale our systems and improve our processes to prepare in advance for continued success. Many of these investments will enable us to continue to show that we are a company that, is easy to do business with, easy to communicate with, and reliable as a company and a partner prepared to meet the needs of our market. We are excited about our position and where the company’s capabilities meet the market’s opportunities I would like to thank and recognize all of our employees for their continued commitment and incredible efforts on achieving these results. 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 JUNIPER NETWORKS, INC. 1194 North Mathilda Avenue Sunnyvale, California 94089 www.juniper.net (408) 745-2000 NOTICE OF 2005 ANNUAL MEETING OF STOCKHOLDERS Time and Date 9:00 a.m., Pacific time, on Wednesday, May 18, 2005 Place Juniper Networks, Inc. 1220 North Mathilda Avenue Building 3, Pacific Conference Room Sunnyvale, CA 94089 Items of Business (1) To elect three Class III directors; (2) To ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 31, 2005; and (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 21, 2005. 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 21, 2005 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 21, 2005, 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 8:30 a.m., Pacific time, and you should allow ample time for the check-in procedures. 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 L. 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 13, 2005. 2005 ANNUAL MEETING OF STOCKHOLDERS NOTICE OF ANNUAL MEETING AND PROXY STATEMENT TABLE OF CONTENTS 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? ............................................................................ 2 How can I attend the annual meeting? ........................................................