10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2011

OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number 001-34501

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 offices,	(Registrant's telephone number,
including zip code)	including area code)

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 [ ]

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer [X]	Accelerated Filer [ ]	Non-Accelerated Filer [ ]	Smaller Reporting Company [ ]
		(Do not check if a smaller reporting company)

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

There were approximately 526,008,000 shares of the Company's Common Stock, par value $0.00001, outstanding as of October 31, 2011.

Table of Contents
PART I - FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Condensed Consolidated Statements of Operations	3
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Cash Flows	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3. Quantitative and Qualitative Disclosures About Market Risk	48
Item 4. Controls and Procedures	48
PART II - OTHER INFORMATION	49
Item 1. Legal Proceedings	49
Item 1A. Risk Factors	49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 6. Exhibits	61
SIGNATURES	62

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Juniper Networks, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011			2010		2011			2010
Net revenues:
Product	$	861,935		$	801,183	$	2,630,803		$	2,296,442
Service	243,861			211,224		697,149			606,883
Total net revenues	1,105,796			1,012,407		3,327,952			2,903,325
Cost of revenues:
Product	286,609			247,033		844,746			701,166
Service	107,583			87,587		313,551			252,413
Total cost of revenues	394,192			334,620		1,158,297			953,579
Gross margin	711,604			677,787		2,169,655			1,949,746
Operating expenses:
Research and development	257,096			231,151		776,325			662,913
Sales and marketing	254,933			204,704		747,859			599,382
General and administrative	44,455			43,773		133,639			132,791
Amortization of purchased intangible assets	1,263			917		4,139			3,258
Restructuring	16,813			181		15,550			8,550
Acquisition-related and other charges	18			1,525		6,804			2,066
Total operating expenses	574,578			482,251		1,684,316			1,408,960
Operating income	137,026			195,536		485,339			540,786
Other (expense) income, net	(15,957		)	205		(36,107		)	5,729
Income before income taxes and noncontrolling interest	121,069			195,741		449,232			546,515
Income tax provision	37,398			61,404		120,383			117,225
Consolidated net income	83,671			134,337		328,849			429,290
Adjust for net (income) loss attributable to noncontrolling interest	(8		)	206		124			(1,121		)
Net income attributable to Juniper Networks	$	83,663		$	134,543	$	328,973		$	428,169
Net income per share attributable to Juniper Networks common stockholders:
Basic	$	0.16		$	0.26	$	0.62		$	0.82
Diluted	$	0.16		$	0.25	$	0.60		$	0.80
Shares used in computing net income per share:
Basic	529,286			520,581		530,994			522,069
Diluted	536,583			534,880		544,086			537,158

See accompanying Notes to Condensed Consolidated Financial Statements

3

Juniper Networks, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except par values)

	September 30, 2011			December 31, 2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,722,449		$	1,811,887
Short-term investments	632,396			474,514
Accounts receivable, net of allowances	444,000			596,622
Deferred tax assets, net	167,549			161,535
Prepaid expenses and other current assets	165,196			169,812
Total current assets	4,131,590			3,214,370
Property and equipment, net	576,415			493,881
Long-term investments	775,457			535,178
Restricted cash and investments	90,546			119,346
Purchased intangible assets, net	130,034			121,803
Goodwill	3,928,525			3,927,807
Other long-term assets	74,525			55,466
Total assets	9,707,092			8,467,851
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	262,594			292,270
Accrued compensation	192,621			256,746
Accrued warranty	38,946			35,931
Deferred revenue	668,824			660,264
Income taxes payable	36,742			25,000
Other accrued liabilities	166,953			201,765
Total current liabilities	1,366,680			1,471,976
Long-term debt	998,997			—
Long-term deferred revenue	216,968			224,165
Long-term income taxes payable	111,642			103,823
Other long-term liabilities	74,621			59,087
Commitments and Contingencies
Juniper Networks stockholders' equity:
Convertible preferred stock, $0.00001 par value; 10,000 shares authorized; none issued and outstanding	—			—
Common stock, $0.00001 par value; 1,000,000 shares authorized; 525,726 shares and 525,378 shares issued and outstanding at September 30, 2011, and December 31, 2010, respectively	5			5
Additional paid-in capital	10,011,736			9,717,783
Accumulated other comprehensive loss	(5,468		)	(1,251		)
Accumulated deficit	(3,068,565		)	(3,108,337		)
Total Juniper Networks stockholders' equity	6,937,708			6,608,200
Noncontrolling interest	476			600
Total equity	6,938,184			6,608,800
Total liabilities and equity	$	9,707,092		$	8,467,851

See accompanying Notes to Condensed Consolidated Financial Statements

4

Juniper Networks, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2011			2010
Cash flows from operating activities:
Consolidated net income	$	328,849		$	429,290
Adjustments to reconcile consolidated net income to net cash from operating activities:
Depreciation and amortization	125,986			112,366
Non-cash portion of share-based compensation	165,236			129,555
Deferred income taxes	(6,014		)	26,425
Loss/(gain) on equity investments	982			(3,232		)
Excess tax benefits from share-based compensation	(44,524		)	(32,932		)
Amortization of debt issuance costs	509			—
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable, net	152,019			(15,093		)
Prepaid expenses and other assets	14,103			(67,813		)
Accounts payable	(25,962		)	8,464
Accrued compensation	(62,625		)	8,390
Accrued litigation settlements	—			(169,330		)
Income tax payable	70,241			(16,900		)
Other accrued liabilities	23,309			836
Deferred revenue	1,012			31,274
Net cash provided by operating activities	743,121			441,300
Cash flows from investing activities:
Purchases of property and equipment	(187,886		)	(137,481		)
Purchases of trading investments	(4,575		)	(2,338		)
Purchases of available-for-sale investments	(1,893,474		)	(1,361,510		)
Proceeds from sales of available-for-sale investments	1,050,936			440,788
Proceeds from maturities of available-for-sale investments	446,150			744,464
Payment for business acquisition, net of cash and cash equivalents acquired	(31,101		)	(133,333		)
Changes in restricted cash	(1,144		)	(12,432		)
Purchases of privately-held and other equity investments, net	(32,402		)	(5,288		)
Net cash used in investing activities	(653,496		)	(467,130		)
Cash flows from financing activities:
Proceeds from issuance of common stock	341,063			257,693
Purchases and retirement of common stock	(548,590		)	(388,698		)
Issuance of long-term debt, net	991,556			—
Change in customer financing arrangements	(7,616		)	(16,906		)
Excess tax benefit from share-based compensation	44,524			32,932
Return of capital to noncontrolling interest	—			(3,000		)
Net cash provided by (used in) financing activities	820,937			(117,979		)
Net increase (decrease) in cash and cash equivalents	910,562			(143,809		)
Cash and cash equivalents at beginning of period	1,811,887			1,604,723
Cash and cash equivalents at end of period	$	2,722,449		$	1,460,914

See accompanying Notes to Condensed Consolidated Financial Statements

5

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Basis of Presentation

The unaudited Condensed Consolidated Financial Statements of Juniper Networks, Inc. (“Juniper Networks” or the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information as well as the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The Condensed Consolidated Balance Sheet as of December 31, 2010, is derived from the audited consolidated financial statements for the year ended December 31, 2010. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. The results of operations for the three and nine months ended September 30, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011, or any future period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with “Management's Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” “Quantitative and Qualitative Disclosures About Market Risk,” and the Consolidated Financial Statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Condensed Financial Statements and accompanying notes. Actual results could differ materially from those estimates.

As of September 30, 2011, the Company owned a 60 percent interest in a joint venture with Nokia Siemens Networks B.V. (“NSN”). Given the Company's majority ownership interest in the joint venture, the accounts of the joint venture have been consolidated with the accounts of the Company, and a noncontrolling interest has been recorded for the noncontrolling investor's interests in the net assets and operations of the joint venture. In July 2011, NSN and the Company entered into an agreement to cease operation of and terminate the joint venture. NSN has assumed the activities of the joint venture. The Company is in the process of winding down this joint venture and the termination of this joint venture is not expected to have a material effect on the Company's financial position or results of operations.

Note 2. Summary of Significant Accounting Policies

Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-08, Topic 350 - Intangibles - Goodwill and Other ("ASU 2011-08"), which amends Topic 350 to allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based the qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. This guidance is effective for annual and interim goodwill test performed for years beginning after December 15, 2011. Early adoption is permitted. The Company's adoption of ASU 2011-08 is not expected to have an impact on its consolidated results of operations or financial condition.

In June 2011, the FASB issued ASU No. 2011-05, Topic 220 - Presentation of ComprehensiveIncome (“ASU 2011-05”), which requires an entity to present total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements and eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This guidance is effective for fiscal years and interim periods, beginning after December 15, 2011. The Company's adoption of ASU 2011-05 will not have an impact on its consolidated results of operations or financial condition.

In May 2011, the FASB issued ASU No. 2011-04, Topic 820 - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”), which amends current fair value measurement and disclosure guidance to converge with International Financial Reporting Standards ("IFRS") and provides increased transparency around valuation inputs and investment categorization. This guidance is effective for fiscal years and interim periods, beginning after December 15, 2011. Early application by public companies is not permitted. The Company's adoption of ASU 2011-04 is not expected to have an impact on its consolidated results of operations or financial condition.

6

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Note 3. Business Combinations

The Company's consolidated financial statements include the operating results of acquired businesses from the date of each acquisition. Pro forma results of operations for these acquisitions have not been presented as the financial impact to the Company's consolidated results of operations, both individually and in aggregate, is not material. Additional information existing as of the acquisition dates but unknown to the Company may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded.

In the first quarter of 2011, the Company completed two business combinations for cash of approximately $30.5 million. There were no acquisitions during the second and third quarters of 2011. Total purchase consideration for these acquisitions at the acquisition dates was allocated as follows (in millions):

	2011 Acquisitions
Net tangible assets acquired	$	1.7
Intangible assets acquired	28.4
Goodwill	0.4
Total	$	30.5

The goodwill recognized is attributable primarily to expected synergies. None of the goodwill is deductible for U.S. federal income tax purposes.

The following table presents details of the intangible assets acquired through the business combinations completed in the first nine months of 2011 (in millions, except years):

	2011 Acquisitions
	Estimated Useful Life (In Years)	Amount
Existing or Core technology	10	$	21.9
Support agreements and related relationships	4	5.1
Patents	5	1.4
Total		$	28.4

The Company recognized an immaterial amount of acquisition-related costs in the three months ended September 30, 2011, and $9.3 million of acquisition-related costs in the nine months ended September 30, 2011. In the three and nine months ended September 30, 2010, the Company recognized $1.5 million and $2.1 million, respectively, of acquisition-related costs. These acquisition related charges were expensed in the period incurred and reported in the Company's consolidated statement of operations within cost of revenues and operating expense.

Note 4. Net Income per Share

Basic net income per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed giving effect to all dilutive potential shares that were outstanding during the period. Dilutive potential common shares consist of common shares issuable upon exercise of stock options, employee stock purchase plan, vesting of restricted stock units (“RSUs”), and vesting of performance share awards (“PSAs”).

7

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

The following table presents the calculation of basic and diluted net income per share attributable to Juniper Networks common stockholders (in millions, except per share amounts):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Numerator:
Net income attributable to Juniper Networks	$	83.7	$	134.5	$	329.0	$	428.2
Denominator:
Weighted-average shares used to compute basic net income per share	529.3		520.6		531.0		522.1
Effect of dilutive securities:
Employee stock awards	7.3		14.3		13.1		15.1
Weighted-average shares used to compute diluted net income per share	536.6		534.9		544.1		537.2
Net income per share attributable to Juniper Networks common stockholders:
Basic	$	0.16	$	0.26	$	0.62	$	0.82
Diluted	$	0.16	$	0.25	$	0.60	$	0.80

Employee stock options, RSUs, and PSAs covering approximately 29.8 million and 12.8 million shares of the Company's common stock in the three and nine months ended September 30, 2011, respectively, and 16.8 million and 16.4 million shares for the three and nine months ended September 30, 2010, respectively, were outstanding, but were not included in the computation of diluted earnings per share. The Company excludes outstanding stock options with exercise prices that are greater than the average market price and RSUs with grant date fair values that are greater than the average market price from the calculation of diluted net income per share because their effect would be anti-dilutive. The Company includes the common shares underlying PSAs in the calculation of diluted net income per share when they become contingently issuable and excludes such shares when they are not contingently issuable. 

Note 5. Cash, Cash Equivalents, and Investments

Cash and Cash Equivalents

The following table summarizes the Company's cash and cash equivalents (in millions):

	As of
	September 30, 2011		December 31, 2010
Cash:
Demand deposits	$	571.8	$	413.0
Time deposits	976.2		273.3
Total cash	1,548.0		686.3
Cash equivalents:
U.S. government securities	—		76.7
Government-sponsored enterprise obligations	—		5.0
Commercial paper	—		4.0
Money market funds	1,174.4		1,039.9
Total cash equivalents	1,174.4		1,125.6
Total cash and cash equivalents	$	2,722.4	$	1,811.9

8

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Investments in Available-for-Sale and Trading Securities

The following table summarizes the Company's unrealized gains and losses, and fair value of investments designated as available-for-sale and trading securities, as of September 30, 2011, and December 31, 2010 (in millions):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
As of September 30, 2011:
Fixed income securities:
U.S. government securities	$	361.6	$	—	$	(0.1	)	$	361.5
Government-sponsored enterprise obligations	368.2		0.3		(0.1		)	368.4
Foreign government debt securities	2.4		—		—			2.4
Certificates of deposit	38.0		—		—			38.0
Asset-backed securities	111.7		0.3		(0.1		)	111.9
Corporate debt securities	516.1		0.7		(1.2		)	515.6
Total fixed income securities	1,398.0		1.3		(1.5		)	1,397.8
Total available-for-sale securities	1,398.0		1.3		(1.5		)	1,397.8
Trading securities (1)	10.1		—		—			10.1
Total	$	1,408.1	$	1.3	$	(1.5	)	$	1,407.9
Reported as:
Short-term investments	$	632.3	$	0.2	$	(0.1	)	$	632.4
Long-term investments	775.8		1.1		(1.4		)	775.5
Total	$	1,408.1	$	1.3	$	(1.5	)	$	1,407.9

________________________________

(1) Balance includes the Company's non-qualified deferred compensation plan assets. For additional information, see Note 12, Employee Benefits, under the section Deferred Compensation Plan.

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
As of December 31, 2010:
Fixed income securities:
U.S. government securities	$	158.2	$	0.2	$	—		$	158.4
Government-sponsored enterprise obligations	213.8		0.4		(0.2		)	214.0
Foreign government debt securities	46.8		0.2		—			47.0
Certificates of deposit	20.9		0.1		—			21.0
Commercial paper	9.5		—		—			9.5
Asset-backed securities	90.1		—		(0.1		)	90.0
Corporate debt securities	459.7		2.2		(0.2		)	461.7
Total fixed income securities	999.0		3.1		(0.5		)	1,001.6
Total available-for-sale securities	999.0		3.1		(0.5		)	1,001.6
Trading securities (1)	8.1		—		—			8.1
Total	$	1,007.1	$	3.1	$	(0.5	)	$	1,009.7
Reported as:
Short-term investments	$	473.6	$	0.9	$	—		$	474.5
Long-term investments	533.5		2.2		(0.5		)	535.2
Total	$	1,007.1	$	3.1	$	(0.5	)	$	1,009.7

________________________________

(1) Balance includes the Company's non-qualified deferred compensation plan assets. For additional information, see Note 12, Employee Benefits, under the section Deferred Compensation Plan.

9

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

The following table presents the maturities of the Company's available-for-sale and trading securities, as of September 30, 2011 (in millions):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Due within one year	$	622.2	$	0.2	$	(0.1	)	$	622.3
Due between one and five years	775.8		1.1		(1.4		)	775.5
No contractual maturity	10.1		—		—			10.1
Total	$	1,408.1	$	1.3	$	(1.5	)	$	1,407.9

The following tables present the Company's trading and available-for-sale investments that are in an unrealized loss position as of September 30, 2011, and December 31, 2010 (in millions):

	Less than 12 Months					12 Months or Greater				Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
As of September 30, 2011
Corporate debt securities	$	284.0	$	(1.3	)	$	—	$	—	$	284.0	$	(1.3	)
U.S. government securities	136.0		(0.1		)	—		—		136.0		(0.1		)
Government-sponsored enterprise obligations	213.6		(0.1		)	—		—		213.6		(0.1		)
Asset-backed securities (1)	64.3		—			0.8		—		65.1		—
Total	$	697.9	$	(1.5	)	$	0.8	$	—	$	698.7	$	(1.5	)

________________________________

(1) Balance includes investments that were in an immaterial unrealized loss position as of September 30, 2011.

	Less than 12 Months					12 Months or Greater				Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
As of December 31, 2010
Corporate debt securities (1)	$	104.3	$	(0.2	)	$	28.8	$	—	$	133.1	$	(0.2	)
Government-sponsored enterprise obligations	57.8		(0.2		)	—		—		57.8		(0.2		)
Foreign government debt securities (1)	—		—			6.2		—		6.2		—
Commercial paper (1)	5.0		—			—		—		5.0		—
Asset-backed securities	54.7		(0.1		)	—		—		54.7		(0.1		)
Total	$	221.8	$	(0.5	)	$	35.0	$	—	$	256.8	$	(0.5	)

 ________________________________

(1) Balance includes investments that were in an immaterial unrealized loss position as of December 31, 2010.

The Company had 157 and 73 investments in unrealized loss positions as of September 30, 2011, and December 31, 2010, respectively. The gross unrealized losses related to these investments were primarily due to changes in market interest rates. For the fixed income securities that have unrealized losses, the Company determined that (i) it does not have the intent to sell any of these investments and (ii) it is not more likely than not that it will be required to sell any of these investments before recovery of the entire amortized cost basis. The Company did not consider these investments to be other-than-temporarily impaired as of September 30, 2011, and December 31, 2010. The Company reviews its investments to identify and evaluate investments that have an indication of possible impairment. The Company aggregates its investments by category and length of time the securities have been in a continuous unrealized loss position to facilitate its evaluation.

Restricted Cash and Investments

The Company classifies cash and investments as restricted cash and investments on its condensed consolidated balance sheet for: (i) amounts held in escrow accounts, as required by certain acquisitions completed in 2005 and 2010; (ii) the India Gratuity Trust and Israel Retirement Trust, which cover statutory severance obligations in the event of termination of the Company's India and Israel employees, respectively; and (iii) the Directors and Officers ("D&O") indemnification trust. During the three

10

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

and nine months ended September 30, 2011, the Company distributed approximately $2.3 million and $30.0 million of restricted cash, mainly related to the 2010 acquisitions.

In connection with the 2010 acquisition of Ankeena Networks, Inc. ("Ankeena"), the Company agreed to pay from escrow a total amount of $10.7 million, representing the cash value of unvested restricted shares of Ankeena common stock as of April 8, 2010, held by certain former Ankeena employees. Through September 30, 2011, the Company has released $8.4 million from escrow and expects to release the remaining $2.3 million from escrow over the next twelve months as the restricted shares vest.

The following table summarizes the Company's cash and investments that are classified as restricted cash and investments in the condensed consolidated balance sheets (in millions):

	As of
	September 30, 2011		December 31, 2010
Restricted cash:
Demand deposits	$	0.5	$	1.7
Total restricted cash	0.5		1.7
Restricted investments:
U.S. government securities	—		0.6
Corporate debt securities	1.8		2.7
Mutual funds	1.2		—
Money market funds	87.0		114.3
Total restricted investments	90.0		117.6
Total restricted cash and investments	$	90.5	$	119.3

As of September 30, 2011, and December 31, 2010, the unrealized gains and losses related to restricted investments were immaterial.

Other Investments

The Company's minority equity investments in privately-held companies are carried at cost, as the Company does not have a controlling interest or the ability to exercise significant influence over these companies. The Company adjusts its privately-held equity investments for any impairment if the fair value is less than the carrying value of the respective assets on an other-than-temporary basis.

As of September 30, 2011, and December 31, 2010, the carrying values of the Company’s privately-held and other equity investments of $51.0 million and $22.1 million, respectively, were included in other long-term assets in the condensed consolidated balance sheets. During the three and nine months ended September 30, 2011, the Company invested $23.8 million and $32.5 million, respectively, in privately-held and other equity investments. During the three and nine months ended September 30, 2010, the Company invested $4.6 million and $9.8 million in privately-held and other equity investments.

In the three and nine months ended September 30, 2011, the Company recognized a loss of $1.8 million from the impairment of a privately-held investment that the Company judged to be other than temporary, partially offset by gains on other privately-held investments. In the nine months ended September 30, 2010, the Company recognized a gain of $3.2 million from its minority equity investments in Ankeena upon the acquisition of Ankeena.

Note 6. Fair Value Measurements

The Company determines the fair values of its financial instruments based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:

11

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. These inputs are valued using market based approaches.

Level 3 – Inputs are unobservable inputs based on the Company’s assumptions. These inputs, if any, are valued using internal financial models.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables provide a summary of assets measured at fair value on a recurring basis and as reported in the condensed consolidated balance sheets (in millions):

	Fair Value Measurements at September 30, 2011 Using:
	Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Remaining Inputs		Significant Other Unobservable Remaining Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Available-for-sale debt securities:
U.S. government securities	$	144.8	$	216.7	$	—	$	361.5
Government-sponsored enterprise obligations	274.2		94.2		—		368.4
Foreign government debt securities	—		2.4		—		2.4
Corporate debt securities (1)	—		517.4		—		517.4
Certificate of deposit	—		38.0		—		38.0
Asset-backed securities	—		111.9		—		111.9
Money market funds (2)	1,261.4		—		—		1,261.4
Total available-for-sale debt securities	1,680.4		980.6		—		2,661.0
Total available-for-sale securities	1,680.4		980.6		—		2,661.0
Trading securities:
Mutual funds (3)	11.3		—		—		11.3
Total trading securities	11.3		—		—		11.3
Derivative assets:
Foreign exchange contracts	—		0.7		—		0.7
Total derivative assets	—		0.7		—		0.7
Total assets measured at fair value	$	1,691.7	$	981.3	$	—	$	2,673.0

________________________________

(1) Balance includes $1.8 million of restricted investments measured at fair market value, related to the Company's India Gratuity Trust.

(2) Balance includes $87.0 million of restricted investments measured at fair market value, related to the Company's D&O trust and acquisition related escrows.

(3) Balance includes $1.2 million of restricted investments measured at fair market value, related to the Company's India Gratuity Trust.

12

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

	Fair Value Measurements at September 30, 2011 Using:
	Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Remaining Inputs		Significant Other Unobservable Remaining Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Reported as:
Cash equivalents	$	1,174.4	$	—	$	—	$	1,174.4
Short-term investments	140.9		491.5		—		632.4
Long-term investments	288.2		487.3		—		775.5
Restricted cash and investments	88.2		1.8		—		90.0
Prepaid expenses and other current assets	—		0.7		—		0.7
Total assets measured at fair value	$	1,691.7	$	981.3	$	—	$	2,673.0

	Fair Value Measurements at December 31, 2010 Using:
	Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Remaining Inputs		Significant Other Unobservable Remaining Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Available-for-sale debt securities:
U.S. government securities (1)	$	54.9	$	180.8	$	—	$	235.7
Government-sponsored enterprise obligations	208.9		10.1		—		219.0
Foreign government debt securities	21.0		26.0		—		47.0
Commercial paper	—		13.5		—		13.5
Corporate debt securities (2)	2.7		461.7		—		464.4
Certificate of deposit	—		21.0		—		21.0
Asset-backed securities	—		90.0		—		90.0
Money market funds (3)	1,154.2		—		—		1,154.2
Total available-for-sale debt securities	1,441.7		803.1		—		2,244.8
Total available-for-sale securities	1,441.7		803.1		—		2,244.8
Trading securities:
Mutual funds	8.1		—		—		8.1
Total trading securities	8.1		—		—		8.1
Derivative assets:
Foreign exchange contracts	—		0.4		—		0.4
Total derivative assets	—		0.4		—		0.4
Total assets measured at fair value	$	1,449.8	$	803.5	$	—	$	2,253.3

________________________________

(1) Balance includes $0.6 million of restricted investments measured at fair market value, related to an acquisition completed in 2005. For additional information regarding the Company's restricted investments, see Note 5, Cash, Cash Equivalents, and Investments, under the heading “Restricted Cash.” Restricted investments are included in the restricted cash balance in the condensed consolidated balance sheet.

(2) Balance includes $2.7 million of restricted investments measured at fair market value, related to the Company's India Gratuity Trust.

(3) Balance includes $114.3 million of restricted investments measured at fair market value, related to the Company's D&O trust and acquisition related escrows.

13

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

	Fair Value Measurements at December 31, 2010 Using:
	Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Remaining Inputs		Significant Other Unobservable Remaining Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Reported as:
Cash equivalents	$	1,039.9	$	85.7	$	—	$	1,125.6
Short-term investments	150.7		323.8		—		474.5
Long-term investments	142.2		393.0		—		535.2
Restricted cash	117.0		0.6		—		117.6
Prepaid expenses and other current assets	—		0.4		—		0.4
Total assets measured at fair value	$	1,449.8	$	803.5	$	—	$	2,253.3

As of September 30, 2011, and December 31, 2010, the Company had $4.2 million and $2.6 million, respectively, of derivative liabilities measured at fair value on a recurring basis. The Company recorded the derivative liabilities, which related to its foreign exchange contracts, within other accrued liabilities in its condensed consolidated balance sheets. These liabilities were measured using significant other observable remaining inputs (Level 2) pursuant to the fair value hierarchy.

The Company's policy is to recognize asset or liability transfers among Level 1, Level 2, and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the three and nine months ended September 30, 2011, and 2010, the Company had no transfers between levels of the fair value hierarchy of its assets or liabilities measured at fair value.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain of the Company's assets, including intangible assets, goodwill, and cost-method investments, are measured at fair value on a nonrecurring basis if impairment is indicated. As of September 30, 2011, and December 31, 2010, the carrying value of privately-held equity investments measured at fair value on a nonrecurring basis was 0.4 million and $0.8 million, respectively. These privately-held equity investments, which are normally carried at cost, were measured at fair value due to events and circumstances that the Company identified as significantly impacting the fair value of the investments. The Company measured the fair value of its privately held equity investments using an analysis of the financial condition and near-term prospects of the investee, including recent financing activities and their capital structure. As a result, the Company recognized an impairment loss of $1.8 million in the three and nine months ended September 30, 2011, and classified the investment as Level 3 assets due to the absence of quoted market prices and inherent lack of liquidity. The Company had no impairment charges against its privately-held equity investments in the three and nine months ended September 30, 2010. The Company had no liabilities measured at fair value on a nonrecurring basis as of September 30, 2011 and December 31, 2010.

Assets and Liabilities Not Measured at Fair Value

The carrying amounts of the Company's accounts receivable, financing receivables, accounts payable, and other accrued liabilities approximate fair value due to their short maturities. The fair value of the Company’s long-term debt is disclosed in Note 9, Financing, and was determined using quoted market prices (Level 1).

14

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Note 7. Goodwill and Purchased Intangible Assets

Goodwill

The following table summarizes the Company's goodwill activities by segment in the nine months ended September 30, 2011 (in millions):

	Infrastructure		SLT			Total
Balance as of January 1, 2011
Goodwill	$	1,643.4	$	3,564.4		$	5,207.8
Accumulated impairment losses	—		(1,280.0		)	(1,280.0		)
Carrying value at January 1, 2011	1,643.4		2,284.4			3,927.8
Adjustments to goodwill	2.1		(1.8		)	0.3
Goodwill acquired during the nine months ended September 30, 2011	0.4		—			0.4
Balance as of September 30, 2011
Goodwill	1,645.9		3,562.6			5,208.5
Accumulated impairment losses	—		(1,280.0		)	(1,280.0		)
Carrying value at September 30, 2011	$	1,645.9	$	2,282.6		$	3,928.5

The adjustments to goodwill during the nine months ended September 30, 2011, were related to adjustments in net tangible assets assumed from certain businesses acquired in 2010 and 2011. There were no impairments to goodwill during the three and nine months ended September 30, 2011, and 2010.

Purchased Intangible Assets

Changes to the Company’s purchased intangible assets were as follows (in millions):

	Gross		Accumulated Amortization			Net
As of September 30, 2011:
Intangible assets with finite lives:
Technologies and patents	$	494.4	$	(398.3	)	$	96.1
Other	91.5		(65.5		)	26.0
Total intangible assets with finite lives	585.9		(463.8		)	122.1
IPR&D with indefinite lives	7.9		—			7.9
Total purchased intangible assets	$	593.8	$	(463.8	)	$	130.0
As of December 31, 2010:
Intangible assets with finite lives:
Technologies and patents	$	471.1	$	(381.4	)	$	89.7
Other	86.4		(62.2		)	24.2
Total intangible assets with finite lives	557.5		(443.6		)	113.9
IPR&D with indefinite lives	7.9		—			7.9
Total purchased intangible assets	$	565.4	$	(443.6	)	$	121.8

Amortization of purchased intangible assets included in operating expenses and cost of product revenues totaled $6.7 million and $2.4 million for the three months ended September 30, 2011, and 2010, respectively, and $20.2 million and approximately $5.0 million for the nine months ended September 30, 2011, and 2010, respectively. There were no impairment charges with respect to the purchased intangible assets in the three and nine months ended September 30, 2011, and 2010.

15

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

There wereno purchased intangible assets added during the three months ended September 30, 2011. During the nine months ended September 30, 2011, the Company added $28.4 million of purchased intangible assets as a result of acquisitions completed during the first nine months of 2011. During the three and nine months ended September 30, 2010, the Company added $26.6 million and $38.8 million, respectively, of purchased intangible assets as a result of acquisitions completed during the first nine months of 2010.

Acquired in-process research and development (“IPR&D”) consists of existing research and development projects at the time of the acquisition. Projects that qualify as IPR&D assets represent those that have not yet reached technological feasibility and have no alternative future use. After initial recognition, acquired IPR&D assets are accounted for as indefinite-lived intangible assets. Development costs incurred after acquisition on acquired development projects are expensed as incurred. Upon completion of development, acquired IPR&D assets are considered amortizable finite-lived assets. If the IPR&D project is abandoned, the Company writes off the related purchased intangible asset in the period it is abandoned.

The estimated future amortization expense of purchased intangible assets with finite lives is as follows (in millions):

Years Ending December 31,	Amount
2011 (remaining three months)	$	6.6
2012	26.4
2013	26.1
2014	24.3
2015	19.3
Thereafter	19.4
Total	$	122.1

Note 8. Other Financial Information

Warranties

The Company accrues for warranty costs as part of its cost of sales based on associated material costs, labor costs for customer support, and overhead at the time revenue is recognized. This provision is reported as accrued warranty within current liabilities on the condensed consolidated balance sheets. Changes in the Company’s warranty reserve were as follows (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Beginning balance	$	38.1		$	38.3		$	35.9		$	38.2
Provisions made during the period, net	13.0			13.7			40.7			37.9
Change in estimate	(0.2		)	(1.9		)	(3.1		)	(2.4		)
Actual costs incurred during the period	(12.0		)	(13.7		)	(34.6		)	(37.3		)
Ending balance	$	38.9		$	36.4		$	38.9		$	36.4

16

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Deferred Revenue

Details of the Company's deferred revenue were as follows (in millions):

	As of
	September 30, 2011			December 31, 2010
Deferred product revenue:
Undelivered product commitments and other product deferrals	$	277.8		$	294.1
Distributor inventory and other sell-through items	130.1			143.4
Deferred gross product revenue	407.9			437.5
Deferred cost of product revenue	(130.6		)	(148.8		)
Deferred product revenue, net	277.3			288.7
Deferred service revenue	608.5			595.7
Total	$	885.8		$	884.4
Reported as:
Current	$	668.8		$	660.2
Long-term	217.0			224.2
Total	$	885.8		$	884.4

Deferred product revenue primarily represents unrecognized revenue related to shipments to distributors that have not sold through to end-users, undelivered product commitments, and other shipments that have not met all revenue recognition criteria. Deferred product revenue is recorded net of the related costs of product revenue. Deferred service revenue represents customer payments made in advance for services, which include technical support, hardware and software maintenance, professional services, and training.

Restructuring Liabilities

In the third quarter of 2011, the Company implemented a restructuring plan (the "2011 Restructuring Plan") in an effort to better align its business operations with the current market and macroeconomic conditions. The 2011 Restructuring Plan primarily consisted of certain workforce reductions, and to a lesser extent, contract terminations.

During 2009, the Company implemented a restructuring plan (the "2009 Restructuring Plan") in an effort to better align its business operations with the market and macroeconomic conditions. The 2009 Restructuring Plan included restructuring of certain business functions that resulted in reductions of workforce and facilities. The Company recorded the majority of the restructuring charges associated with this plan during the years ended 2010 and 2009.

The Company recorded net restructuring charges of $16.8 million and $15.6 million, in the three and nine months ended September 30, 2011, respectively, primarily due to the implementation of its 2011 Restructuring Plan, and recorded $0.2 million and $8.6 million within restructuring in the condensed consolidated statements of operations during the three and nine months ended September 30, 2010, respectively, in connection with the restructuring plan implemented in 2009. As of September 30, 2011, remaining restructuring liability under the 2011 Restructuring Plan was related to severance costs to be paid out in the fourth quarter of 2011, as well as facilities related charges under the 2009 Restructuring Plan, which is expected to be completed through February 2015.

17

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Restructuring charges were based on the Company's restructuring plans that were committed by management. Any changes in the estimates of executing the approved plans will be reflected in the Company's results of operations. The following table provides a summary of changes in the Company’s restructuring liability (in millions):

	Remaining Liability as of December 31, 2010		Charges		Cash payments			Non-cash Settlements and Other Adjustments			Remaining Liability as of September 30, 2011
Facilities	$	7.7	$	0.1	$	(5.2	)	$	(1.5	)	$	1.1
Severance, contractual commitments, and other charges	0.2		16.7		(2.8		)	(1.9		)	12.2
Total	$	7.9	$	16.8	$	(8.0	)	$	(3.4	)	$	13.3

Other Expense and Income, Net

Other expense and income, net consists of the following (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Interest income	$	2.2		$	2.8		$	7.2		$	8.0
Interest expense	(14.0		)	(2.6		)	(35.6		)	(6.2		)
Other	(4.2		)	—			(7.7		)	3.9
Other (expense) income, net	$	(16.0	)	$	0.2		$	(36.1	)	$	5.7

Interest income primarily includes interest earned on the Company’s cash, cash equivalents, and investments. Interest expense primarily includes interest expense from long-term debt and customer financing arrangements. Other income and expense typically consists of investment and foreign exchange gains and losses and other non-operational income and expense items. In the three and nine months ended September 30, 2011, other included legal expenses unrelated to current or recent operations of $1.4 million and $6.8 million, respectively, and net loss on equity investments of $1.1 million and $1.0 million, respectively. In the nine months ended September 30, 2010, we recognized a gain of $3.2 million on privately-held equity investments.

Note 9. Financing

Long-Term Debt

The following table summarizes the Company's long-term debt (in millions, except percentages):

	As of
	September 30, 2011
	Amount			Effective Interest Rate
Senior notes:
3.10% fixed-rate notes, due 2016	$	300.0		3.12	%
4.60% fixed-rate notes, due 2021	300.0			4.63	%
5.95% fixed-rate notes, due 2041	400.0			6.01	%
Total senior notes	1,000.0
Unaccreted discount	(1.0		)
Total	$	999.0

In March 2011, the Company issued $300.0 million aggregate principal amount of 3.10% senior notes due 2016 (the "2016 notes"), $300.0 million aggregate principal amount of 4.60% senior notes due 2021 (the "2021 notes"), and $400.0 million aggregate principal amount of 5.95% senior notes due 2041 (the "2041 notes" and, together with the 2016 notes and the 2021

18

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

notes the "notes"). Interest on the notes is payable in cash semiannually. The Company may redeem the notes, at any time in whole or from time to time in part, subject to a make-whole premium, and, in the event of a change in control, the holders of the notes may require the Company to repurchase for cash all or part of the notes at a purchase price equal to 101% of the aggregate principle amount, plus accrued and unpaid interest, if any. The indenture that governs the notes also contains various covenants, including limitations on the Company's ability to incur liens or enter into sale-leaseback transactions over certain dollar thresholds.

The effective rates for the notes include the interest on the notes, accretion of the discount, and amortization of issuance costs. At September 30, 2011, the estimated fair value of the notes included in long-term debt was approximately $1,051.1 million based on quoted market prices (Level 1). The Company had no debt at December 31, 2010.

Customer Financing Arrangements

The Company has customer financing arrangements to sell its accounts receivable to a major third-party financing provider. The program does not and is not intended to affect the timing of revenue recognition because the Company only recognizes revenue upon sell-through. Under the financing arrangements, proceeds from the financing provider are due to the Company 30 days from the sale of the receivable. In these transactions with the financing provider, the Company surrendered control over the transferred assets. The accounts receivable were isolated from the Company and put beyond the reach of creditors, even in the event of bankruptcy. The Company does not maintain effective control over the transferred assets through obligations or rights to redeem, transfer, or repurchase the receivables after they have been transferred.

Pursuant to the financing arrangements for the sale of receivables, the Company sold net receivables of $153.4 million and $153.1 million during the three months ended September 30, 2011, and 2010, respectively, and $552.4 million and $435.5 million during the nine months ended September 30, 2011, and 2010, respectively.

The Company received cash proceeds from the financing provider of $142.8 million and $147.0 million during the three months ended September 30, 2011, and 2010, respectively, and $544.7 million and $423.5 million during the nine months ended September 30, 2011, and 2010, respectively. The amounts owed by the financing provider recorded as accounts receivable on the Company’s condensed consolidated balance sheets as of September 30, 2011, and December 31, 2010, was $122.9 million and $127.4 million, respectively.

The portion of the receivable financed that has not been recognized as revenue is accounted for as a financing arrangement and is included in other accrued liabilities and other long-term liabilities in the condensed consolidated balance sheet. As of September 30, 2011, and December 31, 2010, the estimated cash received from the financing provider not recognized as revenue from distributors was $41.5 million and $49.1 million, respectively.

Note 10. Derivative Instruments

The Company uses derivatives to partially offset its market exposure to fluctuations in certain foreign currencies and does not enter into derivatives for speculative or trading purposes.

The notional amount of Company's foreign currency derivatives are summarized as follows (in millions):

	As of
	September 30, 2011		December 31, 2010
Cash flow hedges	$	195.9	$	110.4
Non-designated hedges	138.3		74.4
Total	$	334.2	$	184.8

Cash Flow Hedges

The Company uses foreign currency forward or option contracts to hedge certain forecasted foreign currency transactions relating to cost of services and operating expenses. The derivatives are intended to protect the U.S. Dollar equivalent of the Company's planned cost of services and operating expenses denominated in foreign currencies. These derivatives are designated as cash flow hedges. Execution of these cash flow hedge derivatives typically occurs every month with maturities of less than one year. The effective portion of the derivative's gain or loss is initially reported as a component of accumulated

19

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

other comprehensive income (loss), and upon occurrence of the forecasted transaction, is subsequently reclassified into the cost of services or operating expense line item to which the hedged transaction relates. The Company records any ineffectiveness of the hedging instruments in interest and other income, net in its consolidated statements of operations. Cash flows from such hedges are classified as operating activities. All amounts within other comprehensive income (loss) are expected to be reclassified into earnings within the next 12 months.

The total fair value of the Company’s derivative assets located in other current assets on the condensed consolidated balance sheet as of September 30, 2011, and December 31, 2010, was $0.7 million and $0.4 million, respectively. The total fair value of the Company’s derivative liabilities located in other accrued liabilities on the condensed consolidated balance sheet as of September 30, 2011, and December 31, 2010, was $4.2 million and $2.6 million, respectively.

During the three and nine months ended September 30, 2011, the Company recognized a loss of $5.6 million and a gain of $1.5 million, respectively, in accumulated other comprehensive income for the effective portion of its derivative instruments and reclassified a gain of $1.2 million and $3.4 million, respectively, from other comprehensive income to operating expense in the condensed consolidated statements of operations. The Company recognized a gain of $2.9 million in accumulated other comprehensive income for the effective portion of its derivative instruments and reclassified a loss of $1.5 million from other comprehensive income to operating expense in the condensed consolidated statements of operations during the three months ended September 30, 2010. During the nine months ended September 30, 2010, the Company recognized a loss of $1.6 million in accumulated other comprehensive loss for the effective portion of its derivative instruments and reclassified a loss of $4.8 million from other comprehensive loss to operating expense in the condensed consolidated statements of operations. 

The ineffective portion of the Company's derivative instruments recognized in its condensed consolidated statements of operations was immaterial during the three and nine months ended September 30, 2011, and 2010.

Non-Designated Hedges

The Company also uses foreign currency forward contracts to mitigate variability in gains and losses generated from the re-measurement of certain monetary assets and liabilities denominated in foreign currencies. These hedges do not qualify for special hedge accounting treatment. These derivatives are carried at fair value with changes recorded in other income and expense, net. Changes in the fair value of these derivatives are largely offset by re-measurement of the underlying assets and liabilities. Cash flows from such derivatives are classified as operating activities. The derivatives have maturities of approximately two months.

During the three and nine months ended September 30, 2011, the Company recognized a net gain of $0.8 million and $1.0 million, respectively, within other expense and income, net on its condensed consolidated statements of operations from non-designated derivative instruments. The Company recognized a gain of $0.5 million and a loss of $0.9 million on non-designated derivative instruments within other expense and income, net on its condensed consolidated statements of operations during the three and nine months ended September 30, 2010, respectively.

Note 11. Equity

Stock Repurchase Activities

In February 2010, the Company’s Board of Directors (the “Board”) approved a stock repurchase program (the “2010 Stock Repurchase Program”) which authorized the Company to repurchase up to $1.0 billion of its common stock. This authorization was in addition to the stock repurchase program approved by the Board in March 2008 (the “2008 Stock Repurchase Program”), which also enabled the Company to repurchase up to $1.0 billion of the Company’s common stock.

The Company repurchased and retired approximately 8.9 million shares of its common stock at an average price of $21.47 per share for an aggregate purchase price of $191.0 million during the three months ended September 30, 2011, and approximately 17.5 million shares of its common stock at an average price of $30.93 per share for an aggregate purchase price of $541.2 million during the nine months ended September 30, 2011, under its 2010 Stock Repurchase Program. The Company repurchased and retired approximately 5.0 million shares of its common stock at an average price of $26.81 per share for an aggregate purchase price of $134.9 million during the three months ended September 30, 2010, and approximately 14.3 million shares of its common stock at an average price of $27.09 for an aggregate purchase price of $386.7 million during the nine months ended September 30, 2010, under the two stock repurchase programs. There were no remaining authorized funds under the 2008 Stock Repurchase Program and $213.8 million remaining authorized funds under the 2010 Stock Repurchase Program

20

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

as of September 30, 2011.

Comprehensive Income Attributable to Juniper Networks

Comprehensive income attributable to Juniper Networks consists of the following (in millions):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011			2010		2011			2010
Consolidated net income	$	83.7		$	134.3	$	328.8		$	429.3
Other comprehensive income (loss), net of tax:
Change in unrealized (loss) gain on investments, net of tax of nil	(8.7		)	8.7		(5.8		)	7.0
Change in foreign currency translation adjustment, net of tax of nil	(7.5		)	6.3		1.7			(1.2		)
Total other comprehensive income (loss), net of tax	(16.2		)	15.0		(4.1		)	5.8
Consolidated comprehensive income	67.5			149.3		324.7			435.1
Adjust for comprehensive loss (income) attributable to noncontrolling interest, net of tax	—			0.2		0.1			(1.1		)
Comprehensive income attributable to Juniper Networks	$	67.5		$	149.5	$	324.8		$	434.0

21

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

The following table summarizes equity activity for the three and nine months ended September 30, 2011 (in millions):

	Common Stock & Additional Paid-in-Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Non- controlling Interest			Total Equity
Balance at December 31, 2010	$	9,717.8		$	(1.3	)	$	(3,108.3	)	$	0.6		$	6,608.8
Consolidated net income	—			—			129.8			(0.1		)	129.7
Change in unrealized gain on investments, net of tax of nil	—			4.4			—			—			4.4
Change in foreign currency translation adjustment, net of tax of nil	—			6.6			—			—			6.6
Issuance of shares in connection with Employee Stock Purchase Plan	23.7			—			—			—			23.7
Exercise of stock options by employees	241.7			—			—			—			241.7
Repurchase and retirement of common stock	(70.3		)	—			(129.9		)	—			(200.2		)
Repurchases related to net issuances	(1.8		)	—			(3.1		)	—			(4.9		)
Share-based compensation expense	47.6			—			—			—			47.6
Adjustment related to tax benefit from employee stock option plans	39.4			—			—			—			39.4
Balance at March 31, 2011	9,998.1			9.7			(3,111.5		)	0.5			6,896.8
Consolidated net income	—			—			115.6			(0.1		)	115.5
Change in unrealized loss on investments, net of tax of nil	—			(1.5		)	—			—			(1.5		)
Change in foreign currency translation adjustment, net of tax of nil	—			2.6			—			—			2.6
Exercise of stock options by employees	37.9			—			—			—			37.9
Repurchase and retirement of common stock	(55.2		)	—			(94.8		)	—			(150.0		)
Share-based compensation expense	58.6			—			—			—			58.6
Adjustment related to tax benefit from employee stock option plans	2.0			—			—			—			2.0
Balance at June 30, 2011	10,041.4			10.8			(3,090.7		)	0.4			6,961.9
Consolidated net income	—			—			83.7			—			83.7
Change in unrealized loss on investments, net of tax of nil	—			(8.7		)	—			—			(8.7		)
Change in foreign currency translation adjustment, net of tax of nil	—			(7.5		)	—			—			(7.5		)
Issuance of shares in connection with Employee Stock Purchase Plan	28.0			—			—			—			28.0
Exercise of stock options by employees	8.3			—			—			—			8.3
Repurchase and retirement of common stock	(130.7		)	—			(60.3		)	—			(191.0		)
Repurchases related to net issuances	(1.2		)	—			(1.2		)	—			(2.4		)
Share-based compensation expense	59.0			—			—			—			59.0
Adjustment related to tax benefit from employee stock option plans	6.9			—						—			6.9
Balance at September 30, 2011	$	10,011.7		$	(5.4	)	$	(3,068.5	)	$	0.4		$	6,938.2

22

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

The following table summarizes equity activity for the three and nine months ended September 30, 2010 (in millions):

	Common Stock & Additional Paid-in-Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Non- controlling Interest			Total Equity
Balance at December 31, 2009	$	9,060.1		$	(1.4	)	$	(3,236.5	)	$	2.6		$	5,824.8
Consolidated net income	—			—			163.1			1.5			164.6
Change in unrealized loss on investments, net of tax of nil	—			(0.4		)	—			—			(0.4		)
Change in foreign currency translation adjustment, net of tax of nil	—			(2.7		)	—			—			(2.7		)
Issuance of shares in connection with Employee Stock Purchase Plan	20.8			—			—			—			20.8
Exercise of stock options by employees	101.2			—			—			—			101.2
Return of capital to noncontrolling interest	—			—			—			(2.0		)	(2.0		)
Repurchase and retirement of common stock	(5.7		)	—			(68.7		)	—			(74.4		)
Repurchases related to net issuances	—			—			(1.8		)	—			(1.8		)
Share-based compensation expense	40.6			—			—			—			40.6
Adjustment related to tax benefit from employee stock option plans	50.6			—			—			—			50.6
Balance at March 31, 2010	9,267.6			(4.5		)	(3,143.9		)	2.1			6,121.3
Consolidated net income	—			—			130.5			(0.2		)	130.3
Change in unrealized loss on investments, net of tax of nil	—			(1.3		)	—			—			(1.3		)
Change in foreign currency translation adjustment, net of tax of nil	—			(4.8		)	—			—			(4.8		)
Exercise of stock options by employees	53.7			—			—			—			53.7
Return of capital to noncontrolling interest	—			—			—			(1.0		)	(1.0		)
Shares assumed in connection with business acquisition	2.3			—			—			—			2.3
Repurchase and retirement of common stock	(9.1		)	—			(168.3		)	—			(177.4		)
Share-based compensation expense	43.3			—			—			—			43.3
Adjustment related to tax benefit from employee stock option plans	5.4			—			—			—			5.4
Balance at June 30, 2010	9,363.2			(10.6		)	(3,181.7		)	0.9			6,171.8
Consolidated net income	—			—			134.5			(0.2		)	134.3
Change in unrealized loss on investments, net of tax of nil	—			8.7			—			—			8.7
Change in foreign currency translation adjustment, net of tax of nil	—			6.3			—			—			6.3
Issuance of shares in connection with Employee Stock Purchase Plan	21.0			—			—			—			21.0
Exercise of stock options by employees	62.4			—			—			—			62.4
Repurchase and retirement of common stock	(44.4		)	—			(90.5		)	—			(134.9		)
Repurchases related to net issuances	—			—			(0.1		)	—			(0.1		)
Share-based compensation expense	43.1			—			—			—			43.1
Adjustment related to tax benefit from employee stock option plans	4.3			—			—			—			4.3
Balance at September 30, 2010	$	9,449.6		$	4.4		$	(3,137.8	)	$	0.7		$	6,316.9

23

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Note 12. Employee Benefit Plans

Share-Based Compensation Plans

The Company’s share-based compensation plans include the 2006 Equity Incentive Plan (the “2006 Plan”), 2000 Nonstatutory Stock Option Plan (the “2000 Plan”), Amended and Restated 1996 Stock Plan (the “1996 Plan”), as well as various equity incentive plans assumed through acquisitions. Under these plans, the Company has granted (or in the case of acquired plans, assumed) stock options, RSUs, and PSAs. In addition, the Company’s 2008 Employee Stock Purchase Plan (the “2008 Purchase Plan”) permits eligible employees to acquire shares of the Company’s common stock at a 15% discount to the offering price (as determined in the 2008 Purchase Plan) through periodic payroll deductions of up to 10% of base compensation, subject to individual purchase limits of 6,000 shares in any twelve-month period or $25,000 worth of stock, determined at the fair market value of the shares at the time the stock purchase option is granted, in one calendar year.

The 2006 Plan, adopted and approved by the Company’s stockholders in May 2006, had an initial authorized share reserve of 64.5 million shares of common stock plus the addition of any shares subject to options under the 2000 Plan and the 1996 Plan that were outstanding as of May 18, 2006, and that subsequently expire unexercised, up to a maximum of an additional 75.0 million shares. In the second quarters of 2010 and 2011 the Company’s stockholders’ approved amendments to the 2006 Plan that increased the number of shares reserved for issuance thereby increasing the authorized share reserve by 30.0 million shares in May 2010 and 2011. As of September 30, 2011, the 2006 Plan had 57.7 million shares subject to currently outstanding equity awards and 43.3 million shares available for future issuance.

In connection with past acquisitions, the Company assumed stock option and RSU awards under the stock plans of the acquired companies. The Company exchanged those awards for Juniper Networks' stock options and RSUs. As of September 30, 2011, stock options and RSUs covering approximately 1.5 million shares of common stock were outstanding under awards assumed through the Company's past acquisitions.

Stock Option Activities

Since 2006, the Company has granted stock option awards that have a maximum contractual life of seven years from the date of grant. Prior to 2006, stock option awards generally had a ten-year contractual life from the date of grant. The following table summarizes the Company’s stock option activity and related information as of and for the nine months ended September 30, 2011 (in millions, except for per share amounts and years):

	Outstanding Options
	Number of Shares		Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value
Balance at January 1, 2011	49.4		$	21.90
Options granted	4.8		40.16
Options canceled	(1.7	)	26.31
Options exercised	(13.5	)	21.37
Options expired	(0.2	)	46.12
Balance at September 30, 2011	38.8		$	23.99	3.9	$	39.2
As of September 30, 2011:
Vested or expected-to-vest options	36.9		$	23.60	3.8	$	38.5
Exercisable options	25.2		$	21.28	3.1	$	32.1

Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was $17.26 per share as of September 30, 2011, and the exercise price multiplied by the number of related options. The pre-tax intrinsic value of options exercised, representing the difference between the fair market value of the Company’s common stock on the date of the exercise and the exercise price of each option, was $5.2 million and $246.1 million for the three and nine months ended September 30, 2011, respectively. Total fair value of options vested for the three and nine months ended September 30, 2011, was $17.2 million and $63.4 million, respectively.

24

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Restricted Stock Units and Performance Share Awards Activities

RSUs generally vest over a period of three to four years from the date of grant, and PSAs generally vest after three years provided that certain annual performance targets and other vesting criteria are met. Until vested, RSUs and PSAs do not have the voting and dividend participation rights of common stock and the shares underlying the awards are not considered issued and outstanding.

The following table summarizes the Company’s RSU and PSA activity and related information as of and for the nine months ended September 30, 2011 (in millions, except per share amounts and years):

	Outstanding RSUs and PSAs
	Number of Shares		Weighted Average Grant-Date Fair Value per Share		Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value
Balance at January 1, 2011	14.2		$	25.94
RSUs granted	4.5		38.58
PSAs granted (1)	4.1		40.18
RSUs vested	(1.4	)	22.86
PSAs vested	(0.8	)	24.76
RSUs canceled	(0.7	)	31.49
PSAs canceled	(1.0	)	29.52
Balance at September 30, 2011	18.9		$	31.88	1.7	$	329.4
As of September 30, 2011:
Vested and expected-to-vest RSUs and PSAs	16.4		$	31.40	1.6	$	282.9

________________________________

(1) The number of shares subject to PSAs granted represents the aggregate maximum number of shares that may be issued pursuant to the award over its full term. The aggregate number of shares subject to these PSAs that would be issued if performance goals determined by the Compensation Committee are achieved at target is 1.7 million shares. Depending on achievement of such performance goals, the range of shares that could be issued under these awards is 0 to 4.1 million shares.

Shares Available for Grant

The following table presents the stock grant activity and the total number of shares available for grant under the 2006 Plan as of September 30, 2011 (in millions):

	Number of Shares
Balance at January 1, 2011	30.7
Additional authorized share reserve approved by stockholders	30.0
RSUs and PSAs granted (1)	(18.0	)
Options granted	(4.8	)
RSUs and PSAs canceled (1)	3.5
Options canceled (2)	1.7
Options expired (2)	0.2
Balance at September 30, 2011	43.3

________________________________

(1) RSUs and PSAs with a per share or unit purchase price lower than 100% of the fair market value of the Company's common stock on the day of the grant under the 2006 Plan are counted against shares authorized under the plan as two and one-tenth shares of common stock for each share subject to such award. The number of shares subject to PSAs granted represents the maximum number of shares that may be issued pursuant to the award over its full term.

(2) Includes canceled or expired options under the 1996 Plan and the 2000 Plan that expired unexercised after May 18, 2006, which become available for grant under the 2006 Plan according to its terms.

25

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Employee Stock Purchase Plan

The Company's 2008 Purchase Plan is implemented in a series of offering periods, each six months in duration, or a shorter period as determined by the Board. Under the 2008 Purchase Plan, employees purchased approximately 1.4 million shares at an average per share price of $19.88 for the three months ended September 30, 2011, and 1.0 million shares at an average price of $21.30 for the three months ended September 30, 2010. Employees purchased 2.4 million shares at an average per share price of $21.53 in the nine months ended September 30, 2011, and approximately 2.0 million shares of common stock at an average price of $21.20 per share in the nine months ended September 30, 2010.

As of September 30, 2011, approximately 6.0 million shares had been issued and 6.0 million shares remained available for future issuance under the 2008 Purchase Plan.

Common Stock Reserved for Future Issuance

As of September 30, 2011, the Company had reserved an aggregate of approximately 107.0 million shares of common stock for future issuance under its equity incentive plans and the 2008 Purchase Plan.

Share-Based Compensation Expense

The Company determines the fair value of its stock options utilizing the Black-Scholes-Merton (“BSM”) option-pricing model, which incorporates various assumptions including volatility, risk-free interest rate, expected life, and dividend yield. The expected volatility is based on the implied volatility of market-traded options on the Company’s common stock, adjusted for other relevant factors including historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected life of the Company’s stock options. The expected life of a stock option award is based on historical experience and on the terms and conditions of the stock awards granted to employees, as well as the potential effect from stock options that had not been exercised at the time. The Company determines the fair value of its RSUs and PSAs based upon the fair market value of the shares of the Company’s common stock at the date of grant.

The assumptions used and the resulting estimates of fair value for employee stock options and the employee stock purchase plan during the three and nine months ended September 30, 2011, and 2010 were:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2011	2010	2011	2010
Employee Stock Options:
Volatility factor	43% - 50%	39% - 42%	41% - 50%	33% - 42%
Risk-free interest rate	0.7% - 1.1%	1.1% - 1.4%	0.7% - 1.9%	1.1% - 2.2%
Expected life (years)	4.1	4.3	4.1	4.3
Dividend yield	—	—	—	—
Fair value per share	$7.35- $10.79	$8.93 - $9.81	$7.35- $15.22	$7.83 - $30.36
Employee Stock Purchase Plan:
Volatility factor	45%	36%	33% - 45%	35% - 36%
Risk-free interest rate	0.2%	0.2%	0.2%	0.2%
Expected life (years)	0.5	0.5	0.5	0.5
Dividend yield	—	—	—	—
Weighted-average fair value per share	$6.37	$7.09	$6.37 - $9.07	$6.19 - $7.09

The Company expenses the cost of its stock options on a straight-line basis over the vesting period and expenses the cost of its RSUs ratably over the vesting period. With respect to PSAs, for the portion of the award attributable to each performance year, the Company recognizes PSA expense ratably over the remaining vesting period starting in the period in which the annual performance targets are set for each such performance year.

26

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

The Company’s share-based compensation expense associated with stock options, employee stock purchases, RSUs, and PSAs is recorded in the following cost and expense categories for the three and nine months ended September 30, 2011, and 2010 (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Cost of revenues - Product	$	1.2	$	1.0	$	3.4	$	3.1
Cost of revenues - Service	3.8		3.2		12.1		10.0
Research and development	26.5		19.3		75.4		55.0
Sales and marketing	20.6		13.4		53.0		39.0
General and administrative	8.4		7.5		25.7		22.5
Total	$	60.5	$	44.4	$	169.6	$	129.6

The following table summarizes share-based compensation expense by award type (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Options	$	18.8	$	20.5	$	58.4	$	61.4
Assumed options	—		—		—		0.6
RSUs and PSAs	35.6		19.1		93.6		54.6
Assumed RSUs	—		—		—		0.5
Employee stock purchase plan	4.6		3.5		13.2		9.9
Other acquisition-related compensation	1.5		1.3		4.4		2.6
Total	$	60.5	$	44.4	$	169.6	$	129.6

As of September 30, 2011, approximately $105.5 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options will be recognized over a weighted-average period of approximately 2.3 years while approximately $249.1 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs and PSAs will be recognized over a weighted-average period of approximately 2.2 years.

401(k) Plan

The Company maintains a savings and retirement plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Employees meeting the eligibility requirements, as defined, may contribute up to the statutory limits of the year. The Company has matched employee contributions since January 1, 2001, currently matching 25% of all eligible employee contributions. All matching contributions vest immediately. The Company’s matching contributions to the plan totaled $3.9 million and $13.7 million in the three and nine months ended September 30, 2011, respectively, and $3.2 million and $10.7 million in the three and nine months ended September 30, 2010, respectively.

Deferred Compensation Plan

The Company’s non-qualified deferred compensation (“NQDC”) plan is an unfunded and unsecured deferred compensation arrangement. Under the NQDC plan, officers and other senior employees may elect to defer a portion of their compensation and contribute such amounts to one or more investment funds. The NQDC plan assets are included within short-term investments, and offsetting obligations are included within accrued compensation on the condensed consolidated balance sheet. The investments are considered trading securities and are reported at fair value. The realized and unrealized holding gains and losses related to these investments are recorded in interest and other income, net, and the offsetting compensation expense are recorded as operating expenses in the condensed consolidated results of operations. The deferred compensation liability under the NQDC plan was approximately $10.1 million and $8.1 million as of September 30, 2011, and December 31, 2010, respectively. For additional information regarding the Company's NQDC, see Note 5, Cash, Cash Equivalents, and Investments.

27

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Note 13. Segments

The Company’s chief operating decision maker (“CODM”) allocates resources and assesses performance based on financial information by the Company’s business groups. The Company’s operations are organized into two reportable segments: Infrastructure and Service Layer Technology ("SLT"). The Infrastructure segment consists of routing and switching products and services. Routing includes products and services from the E, M, MX, PTX, and T Series router families, and the network application platform, Junos Space. Switching primarily consists of products and services for EX Series and wireless local area network solutions, as well as, QFabric. The SLT segment includes SRX services and vGW virtual gateways, Firewall virtual private network systems and appliances, secure socket layer virtual private network appliances, the J Series router product family, intrusion detection and prevention appliances, wide area network optimization platforms, and Junos Pulse.

The primary financial measure used by the CODM in assessing performance of the segments is segment operating income, which includes certain cost of revenues, research and development (“R&D”) expenses, sales and marketing expenses, and general and administrative (“G&A”) expenses. The CODM does not allocate certain miscellaneous expenses to its segments even though such expenses are included in the Company’s management operating income.

For arrangements with both Infrastructure and SLT products and services, revenue is attributed to the segment based on the underlying purchase order, contract, or sell-through report. Direct costs and operating expenses, such as standard costs, R&D, and product marketing expenses, are generally applied to each segment. Indirect costs, such as manufacturing overhead and other cost of revenues, are allocated based on standard costs. Indirect operating expenses, such as sales, marketing, business development, and G&A expenses are generally allocated to each segment based on factors including headcount, usage, and revenue. The CODM does not allocate share-based compensation, amortization of purchased intangible assets, restructuring and impairment charges, gains or losses on equity investments, other net income and expense, income taxes, or certain other charges to the segments.

28

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

The following table summarizes financial information for each segment used by the CODM (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net revenues:
Infrastructure:
Routers	$	703.0		$	642.6		$	2,213.6		$	1,872.1
Switches	131.5			101.5			359.8			271.0
Total Infrastructure	834.5			744.1			2,573.4			2,143.1
SLT	271.3			268.3			754.6			760.2
Total net revenues	1,105.8			1,012.4			3,328.0			2,903.3
Segment operating income:
Infrastructure	154.6			179.9			573.8			537.6
SLT	66.6			64.6			135.4			152.3
Total segment operating income	221.2			244.5			709.2			689.9
Amortization of purchased intangible assets (1)	(6.7		)	(2.4		)	(20.2		)	(5.0		)
Share-based compensation expense	(60.5		)	(44.4		)	(169.6		)	(129.6		)
Share-based payroll tax expense	(0.2		)	(0.5		)	(9.2		)	(3.8		)
Restructuring	(16.8		)	(0.2		)	(15.6		)	(8.6		)
Acquisition-related and other charges (2)	—			(1.5		)	(9.3		)	(2.1		)
Total operating income	137.0			195.5			485.3			540.8
Other (expense) income, net	(15.9		)	0.2			(36.1		)	5.7
Income before income taxes and noncontrolling interest	$	121.1		$	195.7		$	449.2		$	546.5

________________________________

(1) Amount includes amortization expense of purchased intangible assets in operating expenses and in cost of revenues.

(2) Amount includes acquisition-related costs in operating expenses and in cost of revenues.

Depreciation expense allocated to the Infrastructure segment was $28.7 million and $81.3 million in the three and nine months ended September 30, 2011, respectively, and $27.8 million and $78.9 million in three and nine months ended September 30, 2010, respectively. Depreciation expense allocated to the SLT segment was $8.0 million and $24.5 million in the three and nine months ended September 30, 2011, respectively, and $9.4 million and $28.5 million in the three and nine months ended September 30, 2010, respectively.

The Company attributes revenues to geographic region based on the customer’s ship-to location. The following table shows net revenues by geographic region (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Americas:
United States	$	502.3	$	481.2	$	1,552.3	$	1,368.0
Other	54.2		51.6		164.6		147.4
Total Americas	556.5		532.8		1,716.9		1,515.4
Europe, Middle East, and Africa	311.3		275.9		940.2		829.5
Asia Pacific	238.0		203.7		670.9		558.4
Total	$	1,105.8	$	1,012.4	$	3,328.0	$	2,903.3

During the three and nine months ended September 30, 2011, no single customer accounted for 10% or more of net revenues. During the three months ended September 30, 2010, no single customer accounted for 10% or more of net revenues, and during

29

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

the nine months ended September 30, 2010, Verizon accounted for 10.0% of net revenues.

The Company tracks assets by physical location. The majority of the Company’s assets, excluding cash and cash equivalents and investments, as of September 30, 2011, and December 31, 2010, were attributable to U.S. operations. As of September 30, 2011, and December 31, 2010, gross property and equipment held in the U.S., as a percentage of total property and equipment, was approximately 80%. Although management reviews asset information on a corporate level and allocates depreciation expense by segment, the CODM does not review asset information on a segment basis.

Note 14. Income Taxes

The Company recorded a tax provision of $37.4 million and $120.4 million for the three and nine months ended September 30, 2011, or effective tax rates of 30.9% and 26.8%, respectively. The Company recorded a tax provision of $61.4 million and $117.2 million for the three and nine months ended September 30, 2010, or effective tax rates of 31.4% and 21.4%, respectively.

The effective tax rates for the three and nine months ended September 30, 2011, differ from the federal statutory rate of 35% primarily due to the federal R&D credit and the benefit of earnings in foreign jurisdictions, which are subject to lower tax rates.

The effective tax rate for the three months ended September 30, 2010, differs from the federal statutory rate of 35% primarily due to the benefit of earnings in foreign jurisdictions, which are subject to lower tax rates. The effective tax rate for the nine months ended September 30, 2010, differs from the federal statutory rate of 35% primarily due to a $54.1 million income tax benefit resulting from a change in the Company's estimate of unrecognized tax benefits related to share-based compensation and the benefit of earnings in foreign jurisdictions, which are subject to lower tax rates. The tax benefit for the three and nine months ended September 30, 2010, was partially offset by charges for increases in the valuation allowance against the California deferred tax assets of approximately $3.2 million and $8.4 million, respectively.

The gross unrecognized tax benefits increased by approximately $7.5 million for the nine months ended September 30, 2011.

The Company is currently under examination by the Internal Revenue Service ("IRS") for the 2004 through 2009 tax years, and the France tax authorities for the 2007 through 2009 tax years. The Company is also subject to two separate ongoing examinations by the India tax authorities for the 2004 tax year and 2004 through 2008 tax years, respectively. Additionally, the Company has not reached a final resolution with the IRS on an adjustment it proposed for the 1999 and 2000 tax years. The Company is not aware of any other income tax examination by taxing authorities in any other major jurisdictions in which it files income tax returns as of September 30, 2011.

In September 2011, the IRS commenced an examination of the Company's federal income tax returns for the 2007 through 2009 tax years.

In May 2011, as part of the 2005 and 2006 IRS audit, the Company received a proposed adjustment related to its intercompany R&D cost sharing arrangement for the license of intangibles acquired in 2005. In 2009, as part of the 2004 IRS audit, the Company received a similar proposed adjustment related to the license of intangibles acquired in 2004. In December 2008, the Company received a proposed adjustment from the India tax authorities related to the 2004 tax year.

In July 2009, the India tax authorities commenced a separate investigation of the Company's 2004 through 2008 tax returns and are disputing the Company's determination of taxable income due to the cost basis of certain fixed assets. The Company accrued $4.6 million in penalties and interest in 2009 related to this matter. The Company understands that the India tax authorities may issue an initial assessment that is substantially higher than this amount. As a result, in accordance with the administrative and judicial process in India, the Company may be required to make payments that are substantially higher than the amount accrued in order to ultimately settle this issue. The Company strongly believes that any assessment it may receive in excess of the amount accrued would be inconsistent with applicable India tax laws and intends to defend this position vigorously.

The Company is pursuing all available administrative procedures relative to the matters referenced above. The Company believes that it has adequately provided for any reasonably foreseeable outcomes related to these proposed adjustments, and the ultimate resolution of these matters is unlikely to have a material effect on its consolidated financial condition or results of operations; however, there is a possibility that an adverse outcome of these matters could have a material effect on its consolidated financial condition and results of operations. For more information, please see Note 15, Commitments and

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Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Contingencies, under the heading “IRS Notices of Proposed Adjustments.”

The Company engages in continuous discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. It is reasonably possible that the balance of the gross unrecognized tax benefits will decrease by approximately $5.5 million within the next twelve months due to lapses of applicable statutes of limitation in multiple jurisdictions that the Company operated in. However, at this time, the Company is unable to make a reasonably reliable estimate of the timing of payments related to the remaining unrecognized tax liabilities due to uncertainties in the timing of tax audit outcomes.

Note 15. Commitments and Contingencies

Commitments

The following table summarizes the Company’s future principal contractual obligations as of September 30, 2011 (in millions):

	Total		2011		2012		2013		2014		2015		Thereafter		Other
Operating leases	$	359.4	$	14.6	$	56.3	$	49.0	$	62.2	$	51.9	$	125.4	$	—
Purchase commitments	140.4		140.4		—		—		—		—		—		—
Tax liabilities	111.6		—		—		—		—		—		—		111.6
Long-term debt	1,000.0		—		—		—		—		—		1,000.0		—
Interest payment on long-term debt	873.1		—		46.9		46.9		46.9		46.9		685.5		—
Other contractual obligations	84.5		67.1		7.5		4.9		3.0		2.0		—		—
Total	$	2,569.0	$	222.1	$	110.7	$	100.8	$	112.1	$	100.8	$	1,810.9	$	111.6

Operating Leases

The Company leases its facilities under operating leases that expire at various times, the longest of which expires on November 30, 2022. Future minimum payments under the non-cancelable operating leases totaled $359.4 million as of September 30, 2011. Rent expense was $17.0 million and $49.6 million for the three and nine months ended September 30, 2011, respectively, and $14.0 million and $41.8 million for the three and nine months ended September 30, 2010, respectively.

Purchase Commitments

In order to reduce manufacturing lead times and ensure adequate component supply, contract manufacturers utilized by the Company place non-cancelable, non-returnable (“NCNR”) orders for components based on the Company’s build forecasts. As of September 30, 2011, there were NCNR component orders placed by the contract manufacturers with a value of $140.4 million. The contract manufacturers use the components to build products based on the Company’s forecasts and customer purchase orders received by the Company. Generally, the Company does not own the components and title to the products transfers from the contract manufacturers to the Company and immediately to the Company’s customers upon delivery at a designated shipment location. If the components remain unused or the products remain unsold for specified periods, the Company may incur carrying charges or obsolete materials charges for components that the contract manufacturers purchased to build products to meet the Company’s forecast or customer orders. As of September 30, 2011, the Company had accrued $15.5 million based on its estimate of such charges.

Tax Liabilities

As of September 30, 2011, the Company had $111.6 million included in long-term liabilities in the condensed consolidated balance sheet for unrecognized tax positions. At this time, the Company is unable to make a reasonably reliable estimate of the timing of payments related to the additional $111.6 million in liability due to uncertainties in the timing of tax audit outcomes.

Long-Term Debt and Interest Payment on Long-Term Debt

As of September 30, 2011, the Company held long-term debt with a carrying value of $999.0 million. Of these notes, $300.0 million will mature in 2016 and bears interest at a fixed rate of 3.10%, $300.0 million will mature in 2021 and bears interest at a fixed rate of 4.60%, and $400.0 million will mature in 2041 and bears interest at 5.95%. Interest on the notes is payable semiannually. See Note 9, Financing, for further discussion of the Company's long-term debt.

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Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Other Contractual Obligations

As of September 30, 2011, other contractual obligations primarily consisted of $37.0 million in indemnity-related and service related escrows, required by certain acquisitions completed in 2005 and 2010, $28.7 million in campus build-out obligations, and other miscellaneous commitments.

Guarantees

The Company enters into agreements with customers that contain indemnification provisions relating to potential situations where claims could be alleged that the Company’s products infringe the intellectual property rights of a third-party. Other guarantees or indemnification arrangements include guarantees of product and service performance, guarantees related to third-party customer-financing arrangements, and standby letters of credit for certain lease facilities. As of September 30, 2011, and December 31, 2010, the Company had $21.3 million and $21.6 million, respectively, in guarantees and standby letters of credit.

Legal Proceedings

The Company is involved in disputes, litigation, and other legal actions, including, but not limited to, the matters described below. The Company is aggressively defending its current litigation matters, and while the Company currently believes that there are no existing claims or proceedings that are likely to have a material adverse effect on its financial position, the outcome of these matters is currently not determinable. There are many uncertainties associated with any litigation, and these actions or other third-party claims against the Company may cause the Company to incur costly litigation and/or substantial settlement charges. In addition, the resolution of any intellectual property litigation may require the Company to make royalty payments, which could adversely affect gross margins in future periods. If any of those events were to occur, the Company's business, financial condition, results of operations, and cash flows could be adversely affected. The actual liability in any such matters may be materially different from the Company's estimates, which could result in the need to adjust the liability and record additional expenses.

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”), Juniper Networks and certain of Juniper Networks' officers. This action was brought on behalf of purchasers of the Company's common stock in its initial public offering in June 1999 and the Company's 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 the Company's 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, the 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. The defendants in the coordinated proceeding filed motions to dismiss. On February 19, 2003, the Court granted in part and denied in part the motion to dismiss, but declined to dismiss the claims against the Company.

The parties have reached a global settlement of the litigation. Under the settlement, the insurers are to pay the full amount of settlement share allocated to the Company, and the Company will bear no financial liability. The Company and other defendants will receive complete dismissals from the case. In October 2009, the Court entered an Opinion and Order granting final approval of the settlement. Certain objectors appealed; several of the appeals were dismissed. Following remand from the appellate court, the district court in August 2011 determined that the remaining appellant was not a class member with standing to object to the settlement; that August order is now on appeal. 

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Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

2011 Federal Securities Class Action

On August 15, 2011, a purported securities class action lawsuit, captioned City of Royal Oak Retirement System v. Juniper Networks, Inc., et al., Case No. 11-cv-04003-LHK, was filed in the United States District Court for the Northern District of California naming the Company and certain of its officers and directors as defendants. The complaint alleges that the defendants made false and misleading statements regarding the Company's business practices and financial results. The complaint is purportedly brought on behalf of all persons who purchased or otherwise acquired the Company's common stock between July 20, 2010 and July 26, 2011. The complaint asserts claims for violation of Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 and violation of Rule 10b-5. The complaint seeks, among other relief, compensatory damages in an unspecified amount, unspecified equitable or injunctive relief, and attorneys' fees and costs.

2011 California State Derivative Lawsuits

Between August 22 and September 9, 2011, four purported shareholder derivative actions were filed in the Superior Court of the State of California, County of Santa Clara, naming certain of the Company's officers and directors as defendants. The Company is named only as a nominal defendant in the actions. Three of the actions were consolidated as In re Juniper Networks, Inc. Shareholder Litigation, Case No. 1-11-CV-207701 (Lead Case), by order dated September 12, 2011. The complaints are generally based upon the disclosures and alleged omissions challenged in the securities class action. The Company anticipates that the fourth purported shareholder derivative action captioned Van Meter v. Johnson, et al., Case No. 1-11-CV-208916, will be consolidated into the consolidated action. The complaints purport to assert claims against the defendants for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The complaints seek, among other relief, damages in an unspecified amount, restitution, and attorneys' fees and costs.

2011 Federal Derivative Lawsuit

On September 27, 2011, a purported shareholder derivative action, captioned Ratinova v. Johnson, et al., Case No. 11-cv-04792-HRL, was filed in the United States District Court for the Northern District of California naming certain of the Company's officers and directors as defendants. The Company is named only as a nominal defendant in the action. Like the state derivative actions, the federal derivative lawsuit is generally based upon the disclosures and alleged omissions challenged in the securities class action. The complaint purports to assert claims against the defendants for breach of fiduciary duties and unjust enrichment. The complaint seeks, among other relief, damages in an unspecified amount, restitution, and attorneys' fees and costs.

IRS Notices of Proposed Adjustments

In May 2011, as a result of its audit of the Company's U.S. federal income tax returns for the 2005 and 2006 fiscal years, the IRS issued a Preliminary Notice of Deficiency (“PNOD”) regarding the Company's transfer pricing transactions under its intercompany R&D cost sharing arrangement related to the license of intangibles acquired in 2005. The asserted changes would affect the Company's income tax liabilities for tax years subsequent to 2005. Because of the PNOD, the estimated incremental tax liabilities for all relative tax years would be approximately $92 million, excluding interest and penalties. The Company has filed a protest to the proposed deficiency with the IRS.

In 2009, the Company received a PNOD from the IRS claiming that the Company owes additional taxes, plus interest and possible penalties, for the 2004 tax year based on a transfer pricing transaction related to the license of acquired intangibles under an intercompany R&D cost sharing arrangement. The asserted changes to the Company's 2004 tax year would affect the Company's income tax liabilities in tax years subsequent to 2003. Because of the PNOD, the estimated incremental tax liability would be approximately $807 million, excluding interest and penalties. The Company has filed a protest to the proposed deficiency with the IRS, which has been referred to the Appeals Division of the IRS. An Appeals conference has been scheduled.

The Company strongly believes the IRS' position with regard to transfer pricing transactions for the Company's 2004 through 2006 fiscal years are inconsistent with applicable tax laws, judicial precedent and existing Treasury regulations, and that the Company's previously reported income tax provisions for the years in question are appropriate. However, there can be no assurance that these matters will be resolved in the Company's favor. Regardless of whether these matters are resolved in the Company's favor, the final resolution of these matters could be expensive and time-consuming to defend and/or settle. While the Company believes it has provided adequately for these matters, there is still a possibility that an adverse outcome from these matters could have a material effect on its results of operations and financial condition.

33

Juniper Networks, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

In September 2008, as part of its ongoing audit of the U.S. federal income tax return for the 2004 fiscal year, the IRS issued a Notice of Proposed Adjustment (“NOPA”) regarding the Company's business credits. The Company believes that it has adequately provided for any reasonable foreseeable outcome related to this proposed adjustment.

The Company has not reached a final resolution with the IRS on an adjustment the IRS proposed for the 1999 and 2000 tax years. The Company is also under routine examination by certain state and non-U.S. tax authorities. The Company believes that it has adequately provided for any reasonably foreseeable outcome related to these audits.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Report”), including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and the future results of Juniper Networks, Inc. (“we,” “us,” or the “Company”) that are based on our current expectations, estimates, forecasts, and projections about our business, our results of operations, the industry in which we operate, and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “would,” “could,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in this Report under the section entitled “Risk Factors” in Item 1A of Part II and elsewhere, and in other reports we file with the SEC, specifically our most recent Annual Report on Form 10-K. While forward-looking statements are based on reasonable expectations of our management at the time that they are made, you should not rely on them. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

The following discussion is based upon our unaudited Condensed Consolidated Financial Statements included in Part 1, Item I, of this Report, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In the course of operating our business, we routinely make decisions as to the timing of the payment of invoices, the collection of receivables, the manufacturing and shipment of products, the fulfillment of orders, the purchase of supplies, and the building of inventory and spare parts, among other matters. Each of these decisions has some impact on the financial results for any given period. In making these decisions, we consider various factors, including contractual obligations, customer satisfaction, competition, internal and external financial targets and expectations, and financial planning objectives. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingencies. On an ongoing basis, we evaluate our estimates, including those related to sales returns, pricing credits, warranty costs, allowance for doubtful accounts, impairment of long-term assets, especially goodwill and intangible assets, contract manufacturer exposures for carrying and obsolete material charges, assumptions used in the valuation of share-based compensation, and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. For further information about our accounting policies and estimates, see Note 2, Summary of Significant Accounting Policies, in Notes to Consolidated Financial Statements in Item 8 of Part II of the Annual Report on Form 10-K for the year ended December 31, 2010, and in the section entitled “Critical Accounting Policies and Estimates” included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Actual results may differ from these estimates under different assumptions or conditions.

To aid in understanding our operating results for the periods covered by this Report, we have provided a summary of our business and market environment along with a financial results overview. These sections should be read in conjunction with the more detailed discussion and analysis of our consolidated financial condition and results of operations in this Item 2, our “Risk Factors” section included in Item 1A of Part II, and our unaudited condensed consolidated financial statements and notes included in Item 1 of Part I of this report.

Business and Market Environment

At Juniper Networks, we are leading the charge to architecting the new network. We design, develop, and sell products and services that together provide our customers with a high-performance network infrastructure built on simplicity, security, openness, and scale. We serve the high-performance networking requirements of global service providers, enterprises, governments, and research and public sector organizations that view the network as critical to their success. Our broad product portfolio spans routing, switching, security, application acceleration, identity policy and control, and management to provide customers unmatched performance, greater choice and flexibility while reducing overall total cost of ownership.

We do business in three geographic regions: Americas, Europe, Middle East and Africa (“EMEA”), and Asia Pacific (“APAC”), and our operations are organized into two reportable segments: Infrastructure and Service Layer Technologies (“SLT”). Our Infrastructure segment primarily offers scalable routing and switching products that are used to control and direct network traffic from the core, through the edge, aggregation, and the customer premise equipment level, as well as a complete wireless local area network ("WLAN") solution that provides high reliability, performance, security, and management for mobile applications. Our SLT segment offers solutions that meet a broad array of our customers' priorities, from protecting the network

35

itself and data on the network, to maximizing existing bandwidth and acceleration of applications across a distributed network. Both segments offer worldwide services, including technical support and professional services, as well as educational and training programs to our customers.

Over the past two years we have aligned our organization around a common vision for the new network. Together, our high-performance product and service offerings help our customers to convert legacy networks that provide commoditized services into more valuable assets that provide differentiation, value, and increased performance, reliability, and security to end-users. We remain dedicated to uncovering new ideas and innovations that will serve the exponential demands of the networked world and we will continue to build solutions that center on simplification, automation, and open innovation.

In the third quarter of 2011, we continued to experience a challenging macroeconomic environment, weakness in Japan, and increased concerns over many economic indicators becoming more volatile in recent weeks. We expect that both service providers and enterprises will continue to be cautious with their capital spending in the near term. Nevertheless, we believe the underlying fundamentals of our business remain healthy and we are focused on executing our strategy to address the market trends of mobile Internet and cloud computing.

We have good backlog of our current offerings, showing particular strength in the MX and SRX series. We also continue to create demand and generate design wins that will drive revenue from our new offerings in the data center, enterprise mobility and our Converged Supercore routing technology in the future. The QFabric Interconnect and Director have been released, the T4000 Core Router is scheduled to ship in the fourth quarter, and PTX Series switches are expected to begin shipping in the first quarter of 2012. In addition, we have put the right organization structure in place to effectively drive our innovative portfolio and support our customers' next-generation network requirements. In the coming year, we will remain focused on balancing the longer-term needs of the business while remaining agile and prudent with our spending in the short term. Operating expenses are expected to increase slightly but lower as a percentage of revenue.

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Financial Results Overview

Our financial highlights for the three and nine months ended September 30, 2011, and 2010 are as follows (in millions, except per share amounts and percentages):

	Three Months Ended September 30,											Nine Months Ended September 30,
	2011			2010			$ Change			%Change		2011			2010			$ Change			%Change
Net revenues	$	1,105.8		$	1,012.4		$	93.4		9	%	$	3,328.0		$	2,903.3		$	424.7		15	%
Operating income	$	137.0		$	195.5		$	(58.5	)	(30	)%	$	485.3		$	540.8		$	(55.5	)	(10	)%
Percentage of net revenues	12.4		%	19.3		%						14.6		%	18.6		%
Net income attributable to Juniper Networks	$	83.7		$	134.5		$	(50.8	)	(38	)%	$	329.0		$	428.2		$	(99.2	)	(23	)%
Percentage of net revenues	7.6		%	13.3		%						9.9		%	14.7		%
Net income per share attributable to Juniper Networks common stockholders:
Basic	$	0.16		$	0.26		$	(0.10	)	(38	)%	$	0.62		$	0.82		$	(0.20	)	(24	)%
Diluted	$	0.16		$	0.25		$	(0.09	)	(36	)%	$	0.60		$	0.80		$	(0.20	)	(25	)%
Operating Cash Flows	$	185.2		$	131.4		$	53.8		41	%	$	743.1		$	441.3		$	301.8		68	%

• Net Revenues: Our net revenue increased across all three geographic regions and in both service provider and enterprise markets for the three and nine months ended September 30, 2011, compared to the same periods in 2010. These increases were primarily driven by our MX Series routers, EX Series switches, and Branch SRX products, as well as, strong contract renewals for support services.

• Book-to-Bill: Book-to-bill was greater than one as of September 30, 2011, and greater than one as of September 30, 2010.

• Operating Income: Our operating income decreased as a percentage of revenues in the three and nine months ended September 30, 2011, compared to the same periods in 2010, primarily due to increased expenses attributable to our investments in Sales and Marketing and Research and Development ("R&D") as we continue to invest in our innovative portfolio and increase sales coverage for our new products. In addition, we recorded a $16.8 million restructuring charge, in the three and nine months ended September 30, 2011, primarily related to workforce reduction activities.

• Net Income Attributable to Juniper Networks and Net Income Per Share Attributable to Juniper Networks Common Stockholders: The decrease in net income attributable to Juniper Networks in the three and nine months ended September 30, 2011, compared to the same periods in 2010, reflects the lower operating income discussed above, as well as higher interest expense primarily attributable to interest on our long-term debt issued in March of 2011.

• Operating Cash Flows: Operating cash flows increased in both the three and nine months ended September 30, 2011 compared to the same periods in 2010 primarily due to our collection efforts and shipment linearity. Included in the operating cash flows for the nine months ended September 30, 2010 was a $169.3 million outflow related to a litigation settlement payment.

• Deferred Revenue:Total deferred revenue increased $1.4 million to $885.8 million as of September 30, 2011, compared to $884.4 million as of December 31, 2010, due to an increase in deferred service revenue driven by product sales and renewals, partially offset by a decrease in deferred product revenue.

• Stock Repurchase Plan Activity:Under our stock repurchase program, we repurchased approximately 8.9 million shares of our common stock on the open market at an average price of $21.47 per share for an aggregate purchase price of $191.0 million during the three months ended September 30, 2011, and approximately 17.5 million shares of our common stock at an average price of $30.93 per share for an aggregate purchase price of $541.2 million during the nine months ended September 30, 2011.

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Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. These estimates and assumptions are based on current facts, historical experience, and various other factors that we believe are reasonable under the circumstances to determine reported amounts of assets, liabilities, revenue and expenses that are not readily apparent from other sources. To the extent there are material differences between our estimates and the actual results, our future consolidated results of operations may be affected.

An accounting policy is considered to be critical if the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the effect of the estimates and assumptions on financial condition or operating performance is material. The accounting policies we believe to reflect our more significant estimates, judgments and assumptions and are most critical to understanding and evaluating our reported financial results are as follows:  

• Revenue recognition;

• Contract Manufacturer Liabilities;   

• Warranty Costs;   

• Goodwill and Purchased Intangible Assets;    

• Share-Based Compensation; 

• Income Taxes; and

• Loss Contingencies.  

During the nine months ended September 30, 2011, there were no significant changes to our critical accounting policies and estimates. Please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2010, for a complete discussion of our critical accounting policies and estimates.

Recent Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies, in the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q, for a full description of recent accounting pronouncements, including the actual and expected dates of adoption and estimated effects on our consolidated results of operations and financial condition, which is incorporated herein by reference.

Results of Operations

The following table presents product and service net revenues (in millions, except percentages):

	Three Months Ended September 30,										Nine Months Ended September 30,
	2011			2010			$ Change		% Change		2011			2010			$ Change		% Change
Net revenues:
Product	$	861.9		$	801.2		$	60.7	8	%	$	2,630.8		$	2,296.4		$	334.4	15	%
Percentage of net revenues	77.9		%	79.1		%					79.1		%	79.1		%
Service	243.9			211.2			32.7		15	%	697.2			606.9			90.3		15	%
Percentage of net revenues	22.1		%	20.9		%					20.9		%	20.9		%
Total net revenues	$	1,105.8		$	1,012.4		$	93.4	9	%	$	3,328.0		$	2,903.3		$	424.7	15	%

The increase in product revenues in the three months ended September 30, 2011, was primarily driven by sales of our MX Series routers, switching products, and our High-End and Branch SRX products, partially offset by a decrease in our E Series routers. The increase in product revenues in the nine months ended September 30, 2011, was largely attributable to increased sales of our MX Series routers, switching products, and Branch SRX, partially offset by a decrease in our M Series routers and high end SRX products. In the three months ended September 30, 2011, service revenue increased for all product lines, which was driven by strong contract renewals for support services. Service revenue increased in the nine months ended September 30, 2011, primarily attributable to sales of our MX Series routers, EX Series switches, and Branch SRX, as well as, service contract renewals for our T Series routers, EX Series switches, and High-End SRX products.

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Net Revenues by Market and Customer

The following table presents the total net revenues by market (in millions, except percentages):

	Three Months Ended September 30,										Nine Months Ended September 30,
	2011			2010			$ Change		% Change		2011			2010			$ Change		% Change
Service Provider	$	685.0		$	634.0		$	51.0	8	%	$	2,156.6		$	1,847.6		$	309.0	17	%
Percentage of net revenues	61.9		%	62.6		%					64.8		%	63.6		%
Enterprise	420.8			378.4			42.4		11	%	1,171.4			1,055.7			115.7		11	%
Percentage of net revenues	38.1		%	37.4		%					35.2		%	36.4		%
Total	$	1,105.8		$	1,012.4		$	93.4	9	%	$	3,328.0		$	2,903.3		$	424.7	15	%

We sell our high-performance network products and service offerings from our Infrastructure and SLT segments to two primary markets – service provider and enterprise. Determination of which market a particular revenue transaction relates to is based primarily upon the customer's industrial classification code, but may also include judgmental factors such as the intended use of the product. The service provider market generally includes wireline, wireless, and cable operators, as well as major Internet content and application providers, including those that provide social networking and search engine services. The enterprise market generally comprises businesses; federal, state, and local governments; and research and education institutions.

The revenue increase from sales to the service provider market in the three months ended September 30, 2011, compared to the same period in 2010, was primarily driven by higher sales of our MX Series routers and EX Series switches, partially offset by lower sales of our E Series routers and High-End SRX Series gateway products. In the nine months ended September 30, 2011, the revenue increase from sales to the service provider market was largely attributable to higher sales of our MX Series routers and EX Series switches. The increase in service provider revenues in the three months ended September 30, 2011 was primarily in APAC and EMEA while the increase in the nine months ended September 30, 2011 was seen across all three geographic regions.

We also experienced an increase in revenues from the enterprise market during the three months ended September 30, 2011, compared to the same period in 2010, which was largely driven by increased sales of our routing products, EX Series switches, and High End SRX Series gateway products, partially offset by a decline in sales of our legacy security products. Revenues from sales to the enterprise market also increased in the nine months ended September 30, 2011, compared to the same period in 2010, reflecting higher sales of our MX Series routers, EX Series switches, and Branch SRX products. This increase was partially offset by a decline in revenue from our M Series routers and High-End SRX Series gateway products. The increase in enterprise revenues in the three and nine months ended September 30, 2011, was experienced across all three geographic regions.

In the three and nine months ended September 30, 2011, no single customer accounted for 10% or more of our net revenues. In the three months ended September 30, 2010, no single customer accounted for 10% or more of our net revenues, and in the nine months ended September 30, 2010, Verizon accounted for 10.0% of our net revenues.

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Net Revenues by Geographic Region

The following table presents the total net revenues by geographic region (in millions, except percentages):

	Three Months Ended September 30,										Nine Months Ended September 30,
	2011			2010			$ Change		% Change		2011			2010			$ Change		% Change
Americas:
United States	$	502.3		$	481.2		$	21.1	4	%	$	1,552.3		$	1,368.0		$	184.3	13	%
Other	54.2			51.6			2.6		5	%	164.6			147.4			17.2		12	%
Total Americas	556.5			532.8			23.7		4	%	1,716.9			1,515.4			201.5		13	%
Percentage of net revenues	50.4		%	52.6		%					51.6		%	52.2		%
Europe, Middle East, and Africa	311.3			275.9			35.4		13	%	940.2			829.5			110.7		13	%
Percentage of net revenues	28.1		%	27.3		%					28.3		%	28.6		%
Asia Pacific	238.0			203.7			34.3		17	%	670.9			558.4			112.5		20	%
Percentage of net revenues	21.5		%	20.1		%					20.1		%	19.2		%
Total	$	1,105.8		$	1,012.4		$	93.4	9	%	$	3,328.0		$	2,903.3		$	424.7	15	%

Net revenue in the Americas increased in the three and nine months ended September 30, 2011, compared to the same periods in 2010, primarily due to higher volume of sales in the United States. These increases were primarily attributable to enterprise demand for our T and MX Series routers and High-End SRX service gateways in the three months ended September 30, 2011, and both service provider and enterprise demand for our MX Series in the nine months ended September 30, 2011.

The increases in EMEA net revenues during the three and nine months ended September 30, 2011, were largely driven by service provider and enterprise demand for our MX Series routers and related support services, as well as increased enterprise demand for our EX Series switches. The increases were primarily in Germany and Saudi Arabia in the three months ended September 30, 2011, and in France and Spain in the nine months ended September 30, 2011, compared to the same periods in 2010.

The increase in net revenues in APAC in the three months ended September 30, 2011, compared to the same period in 2010, primarily due to the recognition of deferred product revenue. Net revenues in APAC increased in the nine months ended September 30, 2011, primarily due to increased revenue in China and Australia primarily driven by sales of our MX Series and T Series routers and related support services, as well as the recognition of deferred product revenue.

Gross Margins

The following table presents gross margins (in millions, except percentages):

	Three Months Ended September 30,										Nine Months Ended September 30,
	2011			2010			$ Change		% Change		2011			2010			$ Change		% Change
Gross margin:
Product gross margin	$	575.3		$	554.2		$	21.1	4	%	$	1,786.1		$	1,595.2		$	190.9	12	%
Percentage of product revenues	66.7		%	69.2		%					67.9		%	69.5		%
Service gross margin	136.3			123.6			12.7		10	%	383.6			354.5			29.1		8	%
Percentage of service revenues	55.9		%	58.5		%					55.0		%	58.4		%
Total gross margin	$	711.6		$	677.8		$	33.8	5	%	$	2,169.7		$	1,949.7		$	220.0	11	%
Percentage of net revenues	64.4		%	66.9		%					65.2		%	67.2		%

Product gross margin percentage decreased in the three and nine months ended September 30, 2011, compared to the same periods in 2010, primarily due to a change in product mix and an inventory related charge. Service gross margin percentage decreased primarily due to headcount growth of 31% to 1,261 employees as of September 30, 2011, compared to 964 employees as of September 30, 2010.The increase in service related headcount was primarily related to increases in both service and support resources for our expanded product portfolio.

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Operating Expenses

The following table presents operating expenses and operating expenses as a percentage of net revenues (in millions, except percentages):

	Three Months Ended September 30,											Nine Months Ended September 30,
	2011			2010			$ Change			% Change		2011			2010			$ Change		% Change
Research and development	$	257.1		$	231.2		$	25.9		11	%	$	776.3		$	662.9		$	113.4	17	%
Percentage of net revenues	23.2		%	22.8		%						23.3		%	22.8		%
Sales and marketing	254.9			204.7			50.2			25	%	747.9			599.3			148.6		25	%
Percentage of net revenues	23.1		%	20.2		%						22.5		%	20.6		%
General and administrative	44.5			43.8			0.7			2	%	133.6			132.8			0.8		1	%
Percentage of net revenues	4.0		%	4.3		%						4.0		%	4.7		%
Amortization of purchased intangible assets	1.3			0.9			0.4			38	%	4.1			3.3			0.8		27	%
Percentage of net revenues	0.2		%	0.1		%						0.1		%	0.1		%
Restructuring	16.8			0.2			16.6			N/M		15.6			8.6			7.0		82	%
Percentage of net revenues	1.5		%	—		%						0.5		%	0.3		%
Acquisition-related and other charges	—			1.5			(1.5		)	(99	)%	6.8			2.1			4.7		N/M
Percentage of net revenues	—		%	0.2		%						0.2		%	0.1		%
Total operating expenses	$	574.6		$	482.3		$	92.3		19	%	$	1,684.3		$	1,409.0		$	275.3	20	%
Percentage of net revenues	52.0		%	47.6		%						50.6		%	48.6		%

________________________

N/M = not meaningful

R&D expense increased in the three and nine months ended September 30, 2011, compared to the same periods in 2010, as we grew engineering headcount by 8.7% from 3,819 as of September 30, 2010, to 4,150 employees as of September 30, 2011, to invest in our innovation for the new network. This increase was slightly offset by lower variable compensation in the 2011 periods.

Sales and marketing expenses increased in the three and nine months ended September 30, 2011, compared to the same periods in 2010, primarily due to an increase in personnel-related expenses of $49.0 million and $124.3 million, respectively. This increase was driven by a 17% growth in our sales and marketing headcount from 2,263 employees as of September 30, 2010 to 2,644 employees as of September 30, 2011, and an increase in variable compensation driven by revenue growth.

General and administrative ("G&A") expense was relatively flat in the three and nine months ended September 30, 2011, as costs associated with the G&A headcount growth of 6% from 428 at September 30, 2010 to 455 at September 30, 2011, were largely offset by lower variable compensation.

Amortization of purchased intangible assets increased in the three and nine months ended September 30, 2011, compared to the same periods in 2010, due to the addition of intangible assets from acquisitions during 2011 and 2010. Acquisition-related charges were also higher in the nine months ended September 30, 2011, due to our acquisitions in the first quarter of 2011. See Note 3, Business Combinations in the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q, for further discussion of these acquisitions.

We incurred $16.8 million and $15.6 million of net restructuring charges in the three and nine months ended September 30, 2011, respectively, primarily for a restructuring plan (the "2011 Restructuring Plan") implemented in the third quarter of 2011 to align our business operations with macroeconomic and other market conditions. These restructuring charges were primarily related to workforce reductions. As we complete the alignment over the next two quarters, we may incur additional severance and facility costs. Such costs, primarily facility related, may range from $15 million to $20 million in the aggregate.

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Share-Based Compensation

Share-based compensation expense associated with stock options, employee stock purchases, restricted stock units ("RSUs"), and performance share awards ("PSAs") was recorded in the following cost and expense categories (in millions, except percentages):

	Three Months Ended September 30,								Nine Months Ended September 30,
	2011		2010		$ Change		% Change		2011		2010		$ Change		% Change
Cost of revenues - Product	$	1.2	$	1.0	$	0.2	25	%	$	3.4	$	3.1	$	0.3	10	%
Cost of revenues - Service	3.8		3.2		0.6		17	%	12.1		10.0		2.1		22	%
Research and development	26.5		19.3		7.2		37	%	75.4		55.0		20.4		37	%
Sales and marketing	20.6		13.4		7.2		53	%	53.0		39.0		14.0		36	%
General and administrative	8.4		7.5		0.9		12	%	25.7		22.5		3.2		14	%
Total	$	60.5	$	44.4	$	16.1	36	%	$	169.6	$	129.6	$	40.0	31	%

Share-based compensation expense increased in the three and nine months ended September 30, 2011, compared to the same periods in 2010, primarily due to the increase in award grants driven by headcount growth and higher fair value of equity awards attributable to the increase in the market value of our common stock for those awards.

Effect of Foreign Currency

The change in operating expenses, including cost of service revenue, R&D, sales and marketing, and G&A expenses, due to foreign currency fluctuations was approximately 2% and 1% in the three and nine months ended September 30, 2011, and was immaterial and approximately 1% for the three and nine months ended September 30, 2010, respectively.

Other Income and Expense, Net and Income Tax Provision

The following table presents other income and expense, net and income tax provision (in millions, except percentages):

	Three Months Ended September 30,											Nine Months Ended September 30,
	2011			2010			$ Change			% Change		2011			2010			$ Change			% Change
Interest income	$	2.2		$	2.8		$	(0.6	)	(21	)%	$	7.2		$	8.0		$	(0.8	)	(10	)%
Interest expense	(14.0		)	(2.6		)	(11.4		)	N/M		(35.6		)	(6.2		)	(29.4		)	N/M
Other	(4.2		)	—			(4.2		)	N/M		(7.7		)	3.9			(11.6		)	N/M
Total other (expense) income, net	$	(16.0	)	$	0.2		$	(16.2	)	N/M		$	(36.1	)	$	5.7		$	(41.8	)	N/M
Percentage of net revenues	(1.4		)%	—		%						(1.1		)%	0.2		%
Income tax provision	$	37.4		$	61.4		$	(24.0	)	(39	)%	$	120.4		$	117.2		$	3.2		3	%
Effective tax rate	30.9		%	31.4		%						26.8		%	21.4		%

Interest income primarily includes interest income from our cash, cash equivalents, and investments. Interest expense, primarily consisting of interest on debt outstanding, increased in the three and nine months ended September 30, 2011, compared to the same periods in 2010. Other typically consists of investment and foreign exchange gains and losses and other non-operational income and expense items. In the three and nine month periods ended September 30, 2011, other included certain legal expenses unrelated to current or recent operations of approximately $1.4 million and $6.8 million, respectively, and net loss on equity investments of $1.1 million and $1.0 million, respectively. In the nine months ended September 30, 2010, we recognized a net gain of $3.2 million on privately-held equity investments.

The effective tax rate for the three and nine months ended September 30, 2011, differs from the federal statutory rate of 35% primarily due to the federal R&D credit and the benefit of earnings in foreign jurisdictions, which are subject to lower tax rates.

The effective tax rate for the three months ended September 30, 2010 differs from the federal statutory rate of 35% primarily due to the federal R&D credit and benefit of earnings in foreign jurisdictions, which are subject to lower tax rates. The effective tax rate for the nine months ended September 30, 2010 differs from the federal statutory rate of 35% primarily due to a $54.1 million income tax benefit resulting from a change in our estimate of unrecognized tax benefits related to share-based compensation and the benefit of earnings in foreign jurisdictions, which are subject to lower tax rates.

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For a further explanation of our income tax provision, see Note 14, Income Taxes, in Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report.

Segment Information

For a description of the products and services for each segment, See Note 13, Segments, in Notes to Condensed Consolidated Financial Statement in Item I of this Form 10-Q.

Infrastructure

	Three Months Ended September 30,											Nine Months Ended September 30,
	2011			2010			$ Change			% Change		2011			2010			$ Change		% Change
	(in millions except percentages and units)
Infrastructure revenues:
Routers - Product	$	550.4		$	510.5		$	39.9		8	%	$	1,781.0		$	1,495.2		$	285.8	19	%
Routers - Service	152.6			132.1			20.5			16	%	432.6			376.9			55.7		15	%
Infrastructure revenue - Routers	703.0			642.6			60.4			9	%	2,213.6			1,872.1			341.5		18	%
Percentage of net revenues	63.6		%	63.4		%						66.5		%	64.5		%
Switches - Product	121.8			97.1			24.7			25	%	336.1			258.7			77.4		30	%
Switches - Service	9.7			4.4			5.3			121	%	23.7			12.3			11.4		93	%
Infrastructure revenue - Switches	131.5			101.5			30.0			30	%	359.8			271.0			88.8		33	%
Percentage of net revenues	11.9		%	10.1		%						10.9		%	9.3		%
Total Infrastructure segment revenues	$	834.5		$	744.1		$	90.4		12	%	$	2,573.4		$	2,143.1		$	430.3	20	%
Percentage of net revenues	75.5		%	73.5		%						77.4		%	73.8		%
Infrastructure chassis revenue units (1)	5,625			3,535			2,090			59	%	15,332			9,328			6,004		64	%
Infrastructure ports shipped (1)	235,729			141,846			93,883			66	%	707,259			378,844			328,415		87	%
Infrastructure operating income (2)	$	154.6		$	179.9		$	(25.3	)	(14	)%	$	573.8		$	537.6		$	36.2	7	%
Percentage of Infrastructure revenues	18.5		%	24.2		%						22.3		%	25.1		%

_______________________________

(1) Chassis revenue units represent the number of chassis on which revenue was recognized during the period. The number of ports on a module varies widely depending on the functionality and throughput offered by the module. Excludes modular and fixed configuration EX Series Ethernet switching products, circuit-to-packet products, and timing servers.

(2) A reconciliation of total segment operating income to income before taxes and noncontrolling interest can be found in Note 13, Segments, in Notes to Condensed Consolidated Financial Statement in Item I of this Form 10-Q.

During the three months ended September 30, 2011, Infrastructure product revenues increased in the enterprise market in Americas and EMEA as well as in the service provider market in the APAC and EMEA regions. During the nine months ended September 30, 2011, Infrastructure products revenue increased across all three regions in both the service provider and enterprise markets. These increases were primarily from sales of our MX Series routers and EX Series switches and WLAN. Infrastructure chassis revenue units and ports shipped increased in the three and nine months ended September 30, 2011, compared to the same periods in 2010, primarily due to the increase in shipments of our MX Series routers, which generally contain a higher number of ports per chassis.

The increase in Infrastructure service revenue for the three and nine months ended September 30, 2011, was primarily driven by strong contract renewals for support services and increased sales of MX Series routers and EX Series switches.

Infrastructure operating income as a percent of Infrastructure revenue decreased in the three months ended September 30, 2011, compared to the same period in 2010, primarily as a result of the decline in service margins and an increase in sales and marketing costs as we increased our investments in those areas. The decrease in Infrastructure operating income as a percent of Infrastructure revenue in the nine months ended September 30, 2011, compared to the same period in 2010, was largely due to the decline in service margins.

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SLT

	Three Months Ended September 30,											Nine Months Ended September 30,
	2011			2010			$ Change			% Change		2011			2010			$ Change			% Change
	(in millions, except percentages and units)
SLT segment revenues:
SLT product revenue	$	189.7		$	193.6		$	(3.9	)	(2	)%	$	513.8		$	542.5		$	(28.7	)	(5	)%
Percentage of net revenues	17.1		%	19.1		%						15.4		%	18.7		%
SLT service revenue	81.6			74.7			6.9			9	%	240.8			217.7			23.1			11	%
Percentage of net revenues	7.4		%	7.4		%						7.2		%	7.5		%
Total SLT segment revenues	$	271.3		$	268.3		$	3.0		1	%	$	754.6		$	760.2		$	(5.6	)	(1	)%
Percentage of net revenues	24.5		%	26.5		%						22.6		%	26.2		%
SLT revenue units	63,210			55,905			7,305			13	%	186,529			170,571			15,958			9	%
SLT operating income	$	66.6		$	64.6		$	2.0		3	%	$	135.4		$	152.3		$	(16.9	)	(11	)%
Percentage of SLT revenues	24.5		%	24.1		%						17.9		%	20.0		%

_______________________________

(1) A reconciliation of total segment operating income to income before taxes and noncontrolling interest can be found in Note 13, Segments, in Notes to Condensed Consolidated Financial Statement in Item I of this Form 10-Q.

SLT product revenues slightly decreased in the three months ended September 30, 2011, compared to the same period in 2010, primarily due to a decline in revenue from our access and acceleration products, partially offset by an increase in sales of our High-End and Branch SRX products. The decline was experienced in the enterprise market of the Americas and EMEA regions.

SLT product revenues also had a slight decrease in the nine months ended September 30, 2011, compared to the same periods in 2010, which was largely driven by a decrease in revenue from our High-End SRX and High-End Firewall products. The decline was primarily experienced in the Americas service provider market. Although SLT product revenue decreased in the three and nine month periods of 2011, revenue units increased due to the higher sales of our lower priced branch products.

The increase in SLT service revenue during the three and nine months ended September 30, 2011, was primarily driven by strong contract renewals for support services and increased sales of our Branch SRX products.

SLT operating income increased as a percent of revenue in the three months ended September 30, 2011, primarily due to increased sales of our higher margin High-End SRX products, and decreased as a percent of revenue in the nine months ended September 30, 2011, compared to the same periods in 2010, primarily due to increased sales of our lower margin Branch SRX products.

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Liquidity and Capital Resources

Historically, we have funded our business primarily through our operating activities and the issuance of our common stock, and more recently, the issuance of long-term debt. The following table shows our capital resources (in millions, except percentages and days sales outstanding):

	September 30, 2011		December 31, 2010		Change			% Change
Working capital	$	2,764.9	$	1,742.4	$	1,022.5		59	%
Days sales outstanding	36		45		(9		)	(20	)%
Cash and cash equivalents	$	2,722.4	$	1,811.9	$	910.5		50	%
Short-term investments	632.4		474.5		157.9			33	%
Long-term investments	775.5		535.2		240.3			45	%
Total cash, cash equivalents and investments	4,130.3		2,821.6		1,308.7			46	%
Long-term debt	999.0		—		999.0			N/M
Net cash, cash equivalents, and investments	$	3,131.3	$	2,821.6	$	309.7		11	%

The significant components of our working capital are cash and cash equivalents, short-term investments, and accounts receivable, reduced by accounts payable, accrued liabilities, and short-term deferred revenue. Working capital increased by $1,022.5 million in the nine months ended September 30, 2011, primarily due to higher balances of our cash and cash equivalent and short-term investments resulting from our $1.0 billion debt offering in March 2011.

Summary of Cash Flows

In the nine months ended September 30, 2011, cash and cash equivalents increased by $910.5 million. This increase was the result of cash generated by our operating and financing activities of $743.1 million and $820.9 million, respectively, partially offset by cash used in investing activities of $653.5 million.

Operating Activities

Excluding the impact of the one-time 2010 litigation settlement payment of $169.3 million, cash flows from operations in the nine months ended September 30, 2011, was $743.1 million compared to $610.6 million for the same period in 2010. Operating cash flow benefited from a reduction in accounts receivable driven by our collection efforts and improved shipment linearity, as well as, a refund related to the timing of prior year's R&D tax credit, partially offset by lower consolidated net income in the nine months ended September 30, 2011 compared to the same period in 2010.

Investing Activities

For the nine months ended September 30, 2011, net cash used by investing activities was $653.5 million compared to $467.1 million in the nine months ended September 30, 2010. During 2011, we increased our investment balances using proceeds from our debt offering and increased our property and equipment spending, including amounts related to the build-out of our new headquarter campus.

Financing Activities

Net cash generated in financing activities was $820.9 million for the nine months ended September 30, 2011, compared to $118.0 million used in financing activities for the same period for 2010, primarily due to the issuance of our long-term debt on March 5, 2011, and to a lesser extent, cash proceeds from common stock issued to our employees. These proceeds were partially offset by repurchases of our common stock as share repurchases in the third quarter of 2011 were substantially higher than in the first two quarters of 2011. For further discussion of our long-term debt, see Note 9, Financing, in the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Stock Repurchase Activities

In February 2010, our Board of Directors (the "Board") approved a stock repurchase program (the “2010 Stock Repurchase Program”), which authorized us to repurchase up to $1.0 billion of our common stock. This authorization was in addition to the

45

stock repurchase program approved by the Board in March 2008 (the “2008 Stock Repurchase Program”), which also enabled us to repurchase up to $1.0 billion of our common stock.

We repurchased and retired approximately 8.9 million shares of our common stock at an average price of $21.47 per share for an aggregate purchase price of $191.0 million during the three months ended September 30, 2011, and approximately 17.5 million shares of our common stock at an average price of $30.93 per share for an aggregate purchase price of $541.2 million during the nine months ended September 30, 2011, under our 2010 Stock Repurchase Program. As of September 30, 2011, there were no remaining authorized funds under the 2008 Stock Repurchase Program and $213.8 million remaining authorized funds under the 2010 Stock Repurchase Program.

Deferred Revenue

The following table summarizes our deferred product and service revenues (in millions):

	As of
	September 30, 2011			December 31, 2010
Deferred product revenue:
Undelivered product commitments and other product deferrals	$	277.8		$	294.1
Distributor inventory and other sell-through items	130.1			143.4
Deferred gross product revenue	407.9			437.5
Deferred cost of product revenue	(130.6		)	(148.8		)
Deferred product revenue, net	277.3			288.7
Deferred service revenue	608.5			595.7
Total	$	885.8		$	884.4

Deferred gross product revenue as of September 30, 2011, decreased $29.6 million compared to December 31, 2010, primarily due to the release of approximately $55 million from several large product commitments made as of December 31, 2010 and delivered during the first nine months of 2011, partially offset by new product commitments and other deferrals. Total deferred service revenue increased $12.8 million compared to December 31, 2010, primarily due to an increase in new service contracts and renewal of existing contracts.

Contractual Obligations

There have been no significant changes during the nine months ended September 30, 2011, to the contractual obligations disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations, set forth in Part II, Item 7, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, other than the addition of long-term debt and related interest as follows (in millions):

	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years		Other
Long-term debt	$	1,000.0	$	—	$	—	$	300.0	$	700.0	$	—
Interest payment on long-term debt	873.1		46.9		93.8		88.8		643.6		—

Liquidity and Capital Resource Requirements

Liquidity and capital resources may be impacted by our operating activities as well as acquisitions and investments in strategic relationships that we have made or we may make in the future. Additionally, if we were to repurchase additional shares of our common stock under the 2010 Stock Repurchase Program, our liquidity may be impacted. As of September 30, 2011, 49% of our cash and investment balances are held outside of the U.S., which may be subject to U.S. taxes if repatriated.

In August 2010, we filed a $1.5 billion shelf registration with the SEC. In March 2011, we issued notes in the amount of $1.0 billion under the shelf registration statement. Therefore, while we have no current plans to do so, we may issue up to $500 million in additional securities under the shelf registration statement. The shelf registration is intended to give us flexibility to take advantage of financing opportunities as needed or deemed desirable in light of market conditions. Any additional offerings

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of securities under the shelf registration statement will be made pursuant to a prospectus.

We have been focused on managing our annual equity usage as a percentage of the common stock outstanding to align with peer group competitive levels and have made changes in recent years to reduce the number of shares underlying the equity awards we grant. Our intention for fiscal year 2011 is to target the number of shares underlying equity awards granted on an annual basis at approximately three percent (3%) of our common stock outstanding. Based upon shares underlying our grants to date of options, RSUs, and PSAs (counting only the on-target measure of such PSAs), we believe we are on track with respect to this goal for 2011.

Based on past performance and current expectations, we believe that our existing cash and cash equivalents, short-term, and long-term investments (which includes the proceeds of the issuance of the notes), together with cash generated from operations as well as cash generated from the exercise of employee stock options and purchases under our employee stock purchase plan will be sufficient to fund our operations and anticipated growth for at least the next 12 months. We believe our working capital is sufficient to meet our liquidity requirements for capital expenditures, commitments, and other liquidity requirements associated with our existing operations during the same period. However, our future liquidity and capital requirements may vary materially from those now planned depending on many factors, including:

• level and mix of our product, sales, and gross profit margins;

• our business, product, capital expenditures and R&D plans;

• repurchases of our common stock;

• incurrence and repayment of debt and related interest obligations;

• litigation expenses, settlements, and judgments, or similar items related to resolution of tax audits;

• volume price discounts and customer rebates;

• accounts receivable levels that we maintain;

• acquisitions and/or funding of other businesses, assets, products, or technologies;

• changes in our compensation policies;

• capital improvements for new and existing facilities;

• technological advances;

• our competitors' responses to our products and/or pricing;

• our relationships with supplies, partners, and customers;

• possible future investments in raw material and finished goods inventories;

• expenses related to future restructuring plans, if any;

• tax expense associated with share-based awards;

• issuance of share-based awards and the related payment in cash for withholding taxes in the current year and possibly during future years;

• level of exercises of stock options and stock purchases under our equity incentive plans; and

• general economic conditions and specific conditions in our industry and markets, including the effects of disruptions in global credit and financial markets, international conflicts, and related uncertainties.

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Factors That May Affect Future Results

A description of the risk factors associated with our business is included under “Risk Factors” in Item 1A of Part II of this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposures to market risk have not changed materially since December 31, 2010. For quantitative and qualitative disclosures about market risk, see Item 7A Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for the year ended December 31, 2010.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Attached, as exhibits to this report are certifications of our principal executive officer and principal financial officer, which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This “Controls and Procedures” section includes information concerning the controls and related evaluations referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during the third quarter of 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Our controls and procedures are designed to provide reasonable assurance that our control system’s objective will be met and our CEO and CFO have concluded that our disclosure controls and procedures are effective at the reasonable assurance level. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of these controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth under “Legal Proceedings” section in Note 15, Commitments and Contingencies, in Notes to Condensed Consolidated Financial Statements in Item 1 Part I of this Quarterly Report on Form 10-Q, is incorporated herein by reference.

Item 1A. Risk Factors

Factors That May Affect Future Results

Investments in our securities involve significant risks. The market price of our stock has historically reflected a higher multiple of earnings than many other companies. Accordingly, even small changes in investor expectations for our future growth and earnings, whether as a result of actual or rumored financial or operating results, changes in the mix of the products and services sold, acquisitions, industry changes, or other factors, could trigger, and have triggered in the past, significant fluctuations in the market price of our common stock. Investors in our securities should carefully consider all of the relevant factors, including, but not limited to, the following factors, that could affect our stock price.

Our quarterly results are unpredictable and subject to substantial fluctuations, and, as a result, we may fail to meet the expectations of securities analysts and investors, which could adversely affect the trading price of our common stock.

Our revenues and operating results may vary significantly from quarter-to-quarter due to a number of factors, many of which are outside of our control and any of which may cause our stock price to fluctuate.

The factors that may cause our quarterly results to be unpredictable include, but are not limited to: limited visibility into customer spending plans, changes in the mix of products and services sold, changes in geographies in which our products and services are sold, changing market and economic conditions, current and potential customer consolidation, competition, customer concentration, long sales and implementation cycles, regional economic and political conditions, and seasonality. For example, many companies in our industry experience adverse seasonal fluctuations in customer spending, particularly in the first and third quarters.

As a result of these risk factors, we believe that quarter-to-quarter comparisons of operating results are not necessarily a good indication of what our future performance will be. It is likely that in some future quarters, our operating results may be below the expectations of securities analysts or investors, in which case the price of our common stock may decline. Such a decline could occur, and has occurred in the past, even when we have met our publicly stated revenues and/or earnings guidance.

Fluctuating economic conditions make it difficult to predict revenues for a particular period and a shortfall in revenues or increase in costs of production may harm our operating results.

Our revenues depend significantly on general economic conditions and the demand for products in the markets in which we compete. Economic weakness, customer financial difficulties, and constrained spending on network expansion and enterprise infrastructure have resulted in certain historical periods, and may in the future result in decreased revenues and earnings and could make it difficult to forecast sales and operating results and could negatively affect our ability to provide forecasts to our contract manufacturers and manage our contract manufacturer relationships and other expenses. In addition, economic weakness, particularly in the United States and Europe, concerns over the sovereign debt situation in Europe, the downgrade by Standard and Poor's (S&P) of the U.S. long-term sovereign credit rating, as well as continued turmoil in the geopolitical environment in many parts of the world and the impact of the March 2011 earthquake and tsunami in Japan, may continue to put pressure on global economic conditions, which could lead to reduced demand for our products and/or higher costs of production. Continued economic weakness may also lead to longer collection cycles for payments due from our customers, an increase in customer bad debt, restructuring initiatives and associated expenses, and impairment of investments. Furthermore, the continued weakness and uncertainty in worldwide credit markets, including the sovereign debt situation in Europe, may adversely impact the ability of our customers to adequately fund their expected capital expenditures, which could lead to delays or cancellations of planned purchases of our products or services. In addition, our operating expenses are largely based on anticipated revenue trends and a high percentage of our expenses is, and will continue to be, fixed in the short and medium term.

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Uncertainty about future economic conditions makes it difficult to forecast operating results and to make decisions about future investments. Future or continued economic weakness, failure of our customers and markets to recover from such weakness, customer financial difficulties, increases in costs of production, and reductions in spending on network maintenance and expansion could have a material adverse effect on demand for our products and consequently on our business, financial condition, and results of operations.

A limited number of our customers comprise a significant portion of our revenues and any decrease in revenues from these customers could have an adverse effect on our net revenues and operating results.

A substantial majority of our net revenues depend on sales to a limited number of customers and distribution partners. For example, Verizon accounted for greater than 10% of our net revenues for the year ended December 31, 2010. Changes in the business requirements, vendor selection, financial prospects, capital resources, and expenditures, or purchasing behavior (including product mix purchased) of our key customers could significantly decrease sales to such customers or could lead to delays or cancellations of planned purchases of our products or services, which increases the risk of quarterly fluctuations in our revenues and operating results. Any of these factors could adversely affect our business, financial condition, and results of operations.

In addition, in recent years, there has been consolidation in the telecommunications industry (for example, the acquisitions of Global Crossing and Qwest Communications and the pending acquisition of T-Mobile) and that consolidation trend has continued. If our customers or partners are parties to consolidation transactions they may suspend or indefinitely reduce their purchases of our products or other unforeseen consequences could harm our business, financial condition, and results of operations.

If we receive product orders late in a quarter, we may be unable to recognize revenue for these orders in the same period, which could adversely affect our quarterly revenues.

Generally, our Infrastructure products are not stocked by distributors or resellers due to their cost and complexity and configurations required by our customers, and we generally build such products as orders are received. In recent years, the volume of orders received late in any given fiscal quarter has generally continued to increase but remains unpredictable. If orders for certain products are received late in any quarter, we may not be able to build, ship, and recognize revenue for these orders in the same period, which could adversely affect our ability to meet our expected revenues for such quarter. Additionally, we determine our operating expenses largely on the basis of anticipated revenues and a high percentage of our expenses are fixed in the short and medium term. As a result, a failure or delay in generating or recognizing revenue could cause significant variations in our operating results and operating margin from quarter-to-quarter.

The long sales and implementation cycles for our products, as well as our expectation that some customers will sporadically place large orders with short lead times, may cause our revenues and operating results to vary significantly from quarter-to-quarter.

A customer's decision to purchase certain of our products, particularly new products, involves a significant commitment of its resources and a lengthy evaluation and product qualification process. As a result, the sales cycle may be lengthy. In particular, customers making critical decisions regarding the design and implementation of large network deployments may engage in very lengthy procurement processes that may delay or impact expected future orders. Throughout the sales cycle, we may spend considerable time educating and providing information to prospective customers regarding the use and benefits of our products. Even after making the decision to purchase, customers may deploy our products slowly and deliberately. Timing of deployment can vary widely and depends on the skill set of the customer, the size of the network deployment, the complexity of the customer's network environment, and the degree of hardware and operating system configuration necessary to deploy the products. Customers with large networks usually expand their networks in large increments on a periodic basis. Accordingly, we may receive purchase orders for significant dollar amounts on an irregular basis. These long cycles, as well as our expectation that customers will tend to sporadically place large orders with short lead times, may cause revenues and operating results to vary significantly and unexpectedly from quarter-to-quarter.

We face intense competition that could reduce our revenues and adversely affect our business and financial results.

Competition is intense in the markets that we address. The Infrastructure market has historically been dominated by Cisco with competition coming from other companies such as Alcatel-Lucent, Brocade, Extreme Networks, Hewlett Packard Company, and Huawei. In the SLT market, we face intense competition from a broader group of companies such as CheckPoint, Cisco, F5 Networks, and Riverbed. In addition, a number of other small public and private companies have products or have announced plans for new products to address the same challenges and markets that our products address.

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In addition, actual or speculated consolidation among competitors, or the acquisition of our partners and/or resellers by competitors, can increase the competitive pressures faced by us as customers may delay spending decisions. In this regard, Ericsson acquired Redback in 2007, and Brocade acquired Foundry Networks in 2009. A number of our competitors have substantially greater resources and can offer a wider range of products and services for the overall network equipment market than we do. If we are unable to compete successfully against existing and future competitors on the basis of product offerings or price, we could experience a loss in market share and revenues and/or be required to reduce prices, which could reduce our gross margins, and which could materially and adversely affect our business, financial condition, and results of operations.

We expect our gross margins to vary over time, and our recent level of product gross margin may not be sustainable.

We expect our product gross margins to vary from quarter-to-quarter, and the gross margins we have recently achieved may not be sustainable and may be adversely affected in the future by numerous factors, including product mix shifts, increased price competition in one or more of the markets in which we compete, increases in material or labor costs, excess product component or obsolescence charges from our contract manufacturers, increased costs due to changes in component pricing or charges incurred due to component holding periods if we do not accurately forecast product demand, warranty related issues, or our introduction of new products or entry into new markets with different pricing and cost structures.

We rely on value-added and other resellers, as well as distribution partners, to sell our products, and disruptions to, or our failure to effectively develop and manage our distribution channel and the processes and procedures that support it could adversely affect our ability to generate revenues from the sale of our products.

Our future success is highly dependent upon establishing and maintaining successful relationships with a variety of value-added and other reseller and distribution partners, including our worldwide strategic partners such as Ericsson, IBM, and NSN. The majority of our revenues are derived through value-added resellers and distributors, most of which also sell our competitors’ products. Our revenues depend in part on the performance of these partners. The loss of or reduction in sales to our value-added resellers or distributors could materially reduce our revenues. For example, in 2006, one of our largest resellers, Lucent, was acquired by Alcatel, a competitor of ours. As a result of the merger, Lucent became a competitor, their resale of our products declined, and we ultimately terminated our reseller agreement with Lucent. Our competitors may in some cases be effective in providing incentives to current or potential resellers and distributors to favor their products or to prevent or reduce sales of our products. If we fail to develop and maintain relationships with our partners, fail to develop new relationships with value-added resellers and distributors in new markets, or expand the number of distributors and resellers in existing markets, fail to manage, train or motivate existing value-added resellers and distributors effectively, or if these partners are not successful in their sales efforts, sales of our products may decrease, and our business, financial condition, and results of operations would suffer.

In addition, we recognize a portion of our revenues based on a sell-through model using information provided by our distributors. If those distributors provide us with inaccurate or untimely information, the amount or timing of our revenues could be adversely impacted.

Further, in order to develop and expand our distribution channel, we must continue to scale and improve our processes and procedures that support it, and those processes and procedures may become increasingly complex and inherently difficult to manage. For example, in 2009, we entered into an OEM agreement with IBM pursuant to which they rebrand and resell our products as part of their product portfolios. These types of relationships are complex and require additional processes and procedures that may be challenging and costly to implement, maintain and manage. Our failure to successfully manage and develop our distribution channel and the processes and procedures that support it could adversely affect our ability to generate revenues from the sale of our products.

Our ability to process orders and ship products in a timely manner is dependent in part on our business systems and performance of the systems and processes of third parties such as our contract manufacturers, suppliers, or other partners, as well as the interfaces between our systems and the systems of such third parties. If our systems, the systems and processes of those third parties, or the interfaces between them experience delays or fail, our business processes and our ability to build and ship products could be impacted, and our financial results could be harmed.

Some of our business processes depend upon our IT systems, the systems, and processes of third parties, and on the interfaces of our systems with the systems of third parties. For example, our order entry system feeds information into the systems of our contract manufacturers, which enables them to build and ship our products. If those systems fail or are interrupted, our processes may function at a diminished level or not at all. This could negatively impact our ability to ship products or otherwise operate our business, and our financial results could be harmed. For example, although it did not adversely affect our

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shipments, an earthquake in late December of 2006 disrupted our communications with China, where a significant part of our manufacturing occurs.

We also rely upon the performance of the systems and processes of our contract manufacturers to build and ship our products. If those systems and processes experience interruption or delay, our ability to build and ship our products in a timely manner may be harmed. For example, as we have expanded our contract manufacturing base to China, we have experienced instances where our contract manufacturer was not able to ship products in the time periods expected by us. If we are not able to ship our products or if product shipments are delayed, our ability to recognize revenue in a timely manner for those products would be affected and our financial results could be harmed.

Telecommunications companies and our other large customers generally require more onerous terms and conditions in our contracts with them. As we seek to sell more products to such customers, we may be required to agree to terms and conditions that could have an adverse effect on our business or ability to recognize revenues.

Telecommunications service provider companies and other large companies, because of their size, generally have greater purchasing power and, accordingly, have requested and received more favorable terms, which often translate into more onerous terms and conditions from us. France Telecom-Orange and Deutsche Telekom AG have formed a company for the purpose of purchasing products from, and negotiating more favorable contractual terms with, suppliers. As we seek to sell more products to this class of customer, we may be required to agree to such terms and conditions, which may include terms that affect the timing of our ability to recognize revenue and have an adverse effect on our business, financial condition, and results of operations. Consolidation among such large customers can further increase their buying power and ability to require onerous terms.

For example, customers in this class have purchased products from other vendors who promised but failed to deliver certain functionality and/or had products that caused problems or outages in the networks of these customers. As a result, this class of customers may request additional features from us and require substantial penalties for failure to deliver such features or may require substantial penalties for any network outages that may be caused by our products. These additional requests and penalties, if we are required to agree to them, may require us to defer revenue recognition from such sales, which may negatively affect our business, financial condition, and results of operations.

We are dependent on sole source and limited source suppliers for several key components, which makes us susceptible to shortages or price fluctuations in our supply chain, and we may face increased challenges in supply chain management in the future.

During periods of high demand for electronic products, component shortages are possible, and the predictability of the availability of such components may be limited. Any future growth in our business and the economy is likely to create greater pressures on us and our suppliers to accurately forecast overall component demand and to establish optimal component levels. If shortages or delays persist, the price of these components may increase, or the components may not be available at all. We may not be able to secure enough components at reasonable prices or of acceptable quality to build new products in a timely manner, and our revenues and gross margins could suffer until other sources can be developed. For example, from time to time, including the first quarter of 2008, we experienced component shortages that resulted in delays of product shipments. We currently purchase numerous key components, including ASICs, from single or limited sources. The development of alternate sources for those components is time-consuming, difficult, and costly. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in quantities and delivery schedules. In the event of a component shortage or supply interruption from these suppliers, we may not be able to develop alternate or second sources in a timely manner. If we are unable to buy these components in quantities sufficient to meet our requirements on a timely basis, we will not be able to deliver product to our customers, which would seriously affect present and future sales, which would, in turn, adversely affect our business, financial condition, and results of operations.

In addition, the development, licensing, or acquisition of new products in the future may increase the complexity of supply chain management. Failure to effectively manage the supply of key components and products would adversely affect our business.

A number of raw materials or parts used in our products are supplied by companies in Japan. It is possible that the March 2011 earthquake and tsunami will adversely and unpredictably affect the availability of power or shipping capacity or otherwise impact their capacity or that of their own suppliers for an undeterminable period. Although we have taken various actions to minimize any adverse impact on our business, any delays, shortages or increased costs relating to those raw materials and parts could result in capacity restrictions, increased costs or shipment or delays in our product shipments. As a result, our business, results of operations or financial condition could be adversely affected.

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Regulation of the telecommunications industry could harm our operating results and future prospects.

The traditional telecommunications industry is highly regulated, and our business and financial condition could be adversely affected by changes in regulations relating to the Internet telecommunications industry. Currently, there are few laws or regulations that apply directly to access to or commerce on IP networks, but future regulations could include sales taxes on products sold via the Internet and Internet service provider access charges. We could be adversely affected by regulation of IP networks and commerce in any country where we market equipment and services to service or content providers. Regulations governing the range of services and business models that can be offered by service providers or content providers could adversely affect those customers' needs for products designed to enable a wide range of such services or business models. For instance, the U.S. Federal Communications Commission has issued regulations governing aspects of fixed broadband networks and wireless networks; these regulations might impact service provider and content provider business models and as such, providers' needs for Internet telecommunications equipment and services. In addition, many jurisdictions are evaluating or implementing regulations relating to cyber security, privacy and data protection, which can affect the market and requirements for networking and security equipment.

In addition, environmental regulations relevant to electronic equipment manufacturing or operations may impact our business and financial condition adversely. For instance, the European Union has adopted WEEE, ROHS and REACH regulations. In addition, some governments have regulations prohibiting government entities from purchasing security products that do not meet specified indigenous certification criteria even though those criteria may be in conflict with accepted international standards. Similar regulations are in effect or under consideration in several jurisdictions where we do business.

The adoption and implementation of such regulations could decrease demand for our products, increase the cost of building and selling our products and impact our ability to ship products into affected areas and recognize revenue in a timely manner. Any of these impacts could have a material adverse effect on our business, financial condition, and results of operations.

A breach of network security could compromise our proprietary information and harm public perception of our security products, which could cause our business and reputation to suffer.

In the ordinary course of business, we store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners on our networks. The secure maintenance of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by third parties or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Increasingly, companies including Juniper Networks are subject to a wide variety of attacks on their networks on an ongoing basis. In addition, if an actual or perceived breach of network security occurs in our network or in the network of a customer of our security products, regardless of whether the breach is attributable to our products, the market perception of the effectiveness of our products could be harmed. Because the techniques used by computer attackers, many of whom are highly sophisticated and well funded, to access or sabotage networks change frequently and generally are not recognized until after they are launched or used against a target, we may be unable to anticipate or immediately detect these techniques. This could cause us to lose current and potential end-customers or cause us to lose current and potential value-added resellers and distributors. In addition, the economic costs to us may be difficult to anticipate or measure, because the damage may differ based on the identity and motive of the attacker, which are often difficult to identify.

Governmental regulations affecting the import or export of products or affecting products containing encryption capabilities could negatively affect our revenues.

The United States and various foreign governments have imposed controls, export license requirements, and restrictions on the import or export of some technologies, especially encryption technology. In addition, from time to time, governmental agencies have proposed additional regulation of encryption technology, such as requiring certification, notifications, review of source code, or the escrow and governmental recovery of private encryption keys. For example, Russia and China recently have implemented new requirements relating to products containing encryption and India has imposed special warranty and other obligations associated with technology deemed critical. Governmental regulation of encryption or IP networking technology and regulation of imports or exports, or our failure to obtain required import or export approval for our products, could harm our international and domestic sales and adversely affect our revenues. In addition, failure to comply with such regulations could result in penalties, costs, and restrictions on import or export privileges or adversely affect sales to government agencies or government funded projects.

If we do not successfully anticipate market needs and opportunities, and develop products and product enhancements that

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meet those needs and opportunities, or if those products are not made available in a timely manner or do not gain market acceptance, we may not be able to compete effectively and our ability to generate revenues will suffer.

We cannot guarantee that we will be able to anticipate future market needs and opportunities or be able to develop new products or product enhancements to meet such needs or opportunities in a timely manner or at all. If we fail to anticipate market requirements or fail to develop and introduce new products or product enhancements to meet those needs in a timely manner, it could cause us to lose customers and such failure could substantially decrease or delay market acceptance and sales of our present and future products, which would significantly harm our business, financial condition, and results of operations. Even if we are able to anticipate, develop, and commercially introduce new products and enhancements, there can be no assurance that new products or enhancements will achieve widespread market acceptance.

For example, in connection with the acquisitions of Altor and Trapeze in 2010, we are now offering a virtualization security product and a WLAN product. Additionally, in 2011, we announced our new data center product, the QFabric™ solution, our mobility solutions with our MobileNext software and our Converged Supercore product, which converges the optical and packet layers of the network. If these or other new products do not gain market acceptance at a sufficient rate of growth, our ability to meet future financial targets may be adversely affected. In addition, if we fail to achieve market acceptance at a sufficient rate of growth, our ability to meet future financial targets and aspirations may be adversely affected. In addition, if we fail to deliver new or announced products to the market in a timely manner, it could adversely affect the market acceptance of those products and harm our competitive position and our business and financial results.

Our ability to develop, market, and sell products could be harmed if we are unable to retain or hire key personnel.

Our future success depends upon our ability to recruit and retain the services of executive, engineering, sales and marketing, and support personnel. The supply of highly qualified individuals, in particular engineers in very specialized technical areas, or sales people specializing in the service provider and enterprise markets, is limited and competition for such individuals is intense. None of our officers or key employees is bound by an employment agreement for any specific term. The loss of the services of any of our key employees, the inability to attract or retain personnel in the future or delays in hiring required personnel, particularly engineers and sales people, and the complexity and time involved in replacing or training new employees, could delay the development and introduction of new products, and negatively impact our ability to market, sell, or support our products.

Changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results.

Our future effective tax rates could be subject to volatility or adversely affected by: earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated earnings in countries where we have higher statutory rates; changes in the valuation of our deferred tax assets and liabilities; expiration of, or lapses in, the R&D tax credit laws applicable to us; transfer pricing adjustments related to certain acquisitions, including the license of acquired intangibles under our intercompany R&D cost sharing arrangement; tax effects of share-based compensation; costs related to intercompany restructurings; or changes in tax laws, regulations, accounting principles, or interpretations thereof. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service (“IRS”) and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuous examinations will not have an adverse effect on our business, financial condition, and results of operations.

From time to time, we receive preliminary notices of deficiency or notices of proposed adjustments from the IRS claiming that we owe additional taxes, plus interest and possible penalties. For example, we received a notice in 2011 and one in 2009 for previous years based on transfer pricing transactions related to the license of acquired intangibles under an intercompany R&D cost sharing arrangement. As a result of the preliminary notices of deficiency received in 2011 and 2009, the incremental tax liability would be approximately $92.0 million and $807.0 million excluding interest and penalties, respectively. We believe the IRS' position with regard to these matters is inconsistent with applicable tax laws, judicial precedent and existing Treasury regulations, and that our previously reported income tax provisions for the years in question are appropriate. However, there can be no assurance that these matters will be resolved in our favor. Regardless of whether these matters are resolved in our favor, the final resolution of these matters could be expensive and time-consuming to defend and/or settle. While we believe we have provided adequately for these matters, there is a possibility that an adverse outcome of these matters individually or in the aggregate could have a material effect on our results of operations and financial condition.

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If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience manufacturing delays, which would harm our business.

We provide demand forecasts to our contract manufacturers and the manufacturers order components and plan capacity based on these forecasts. If we overestimate our requirements, our contract manufacturers may assess charges, or we may have liabilities for excess inventory, each of which could negatively affect our gross margins. Conversely, because lead times for required materials and components vary significantly and depend on factors such as the specific supplier, contract terms, and the demand for each component at a given time, if we underestimate our requirements, as we did in the third quarter of 2010 with respect to certain components, our contract manufacturers may have inadequate time, materials, and/or components required to produce our products, which could increase costs or could delay or interrupt manufacturing of our products and result in delays in shipments and deferral or loss of revenues.

We are dependent on contract manufacturers with whom we do not have long-term supply contracts, and changes to those relationships, expected or unexpected, may result in delays or disruptions that could cause us to lose revenues and damage our customer relationships.

We depend on independent contract manufacturers (each of which is a third-party manufacturer for numerous companies) to manufacture our products. Although we have contracts with our contract manufacturers, these contracts do not require them to manufacture our products on a long-term basis in any specific quantity or at any specific price. In addition, it is time-consuming and costly to qualify and implement additional contract manufacturer relationships. Therefore, if we fail to effectively manage our contract manufacturer relationships or if one or more of them experiences delays, disruptions, or quality control problems in our manufacturing operations, or if we had to change or add additional contract manufacturers or contract manufacturing sites, our ability to ship products to our customers could be delayed. Also, the addition of manufacturing locations or contract manufacturers would increase the complexity of our supply chain management. Moreover, an increasing portion of our manufacturing is performed in China and other countries and is therefore subject to risks associated with doing business in other countries. Each of these factors could adversely affect our business, financial condition, and results of operations.

Upgrades to key internal systems and processes, and problems with the design or implementation of these systems and processes could interfere with, and therefore harm, our business and operations.

We previously initiated a multi-year project to upgrade certain key internal systems and processes, including our company-wide human resources management system, our customer relationship management (“CRM”) system and enterprise resource planning (“ERP”) system. In the first quarter of 2010, we implemented a major upgrade of our CRM system. We have invested, and will continue to invest, significant capital and human resources in the design and implementation of these systems and processes. Any disruptions or delays in the design and implementation of the new systems or processes, particularly any disruptions or delays that impact our operations, could adversely affect our ability to process customer orders, ship products, provide service and support to our customers, bill and track our customers, fulfill contractual obligations, record and transfer information in a timely and accurate manner, file SEC reports in a timely manner, or otherwise run our business. Even if we do not encounter these adverse effects, the design and implementation of these new systems and processes may be much more costly than we anticipated. If we are unable to successfully design and implement these new systems and processes as planned, or if the implementation of these systems and processes is more costly than anticipated, our business, financial condition, and results of operations could be negatively impacted.

We are a party to lawsuits, proceedings, and other disputes, which are costly to defend and, if determined adversely to us, could require us to pay damages or prevent us from taking certain actions, any or all of which could harm our business, financial condition, and results of operations.

We, and certain of our current and former officers and current and former members of our Board of Directors, are subject to various lawsuits. We have been served with lawsuits related to employment matters, commercial transactions and patent infringement as well as securities laws, a description of the securities lawsuits can be found in Note 15, Commitments and Contingencies, in Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q, under the heading “Legal Proceedings.” There can be no assurance that these or any actions that have been or may in the future be brought against us, our officers, and our directors will be resolved favorably or that tentative settlements will become final. Regardless of whether they are resolved, these lawsuits are, and any future lawsuits or threatened legal proceedings to which we, our officers, or our directors may become a party will likely be, expensive and time-consuming to defend, settle, and/or resolve. Legal proceedings, threatened legal proceedings or investigations, regardless of their ultimate outcome, could harm our reputation. Costs of defense, as well as any losses resulting from these claims or settlement of these claims, could significantly increase our expenses and could harm our business, financial condition, and results of operations.

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We are a party to litigation and claims regarding intellectual property rights, resolution of which may be time-consuming and expensive, as well as require a significant amount of resources to prosecute, defend, or make our products non-infringing.

Third parties have asserted and may in the future assert claims or initiate litigation related to patent, copyright, trademark, and other intellectual property rights to technologies and related standards that are relevant to our products. The asserted claims and/or initiated litigation may include claims against us or our manufacturers, suppliers, partners, or customers, alleging that our products or services infringe proprietary rights. Regardless of the merit of these claims, they have been and can be time-consuming, result in costly litigation, and may require us to develop non-infringing technologies or enter into license agreements. Furthermore, because of the potential for high awards of damages or injunctive relief that are not necessarily predictable, even arguably unmeritorious claims may be settled for significant amounts of money. If any infringement or other intellectual property claim made against us by any third-party is successful, if we are required to settle litigation for significant amounts of money, or if we fail to develop non-infringing technology or license required proprietary rights on commercially reasonable terms and conditions, our business, financial condition, and results of operations could be materially and adversely affected.

Our success depends upon our ability to effectively plan and manage our resources and restructure our business through rapidly fluctuating economic and market conditions.

Our ability to successfully offer our products and services in a rapidly evolving market requires an effective planning, forecasting, and management process to enable us to effectively scale and adjust our business in response to fluctuating market opportunities and conditions. In periods of market expansion, we have increased investment in our business by, for example, increasing headcount and increasing our investment in R&D, sales and marketing, and other parts of our business as we have in the 2010 fiscal year and in the first quarter of 2011. Conversely, during 2009, in response to downward trending industry and market conditions, we restructured our business, rebalanced our workforce, and reduced our real estate portfolio. Many of our expenses, such as real estate expenses, cannot be rapidly or easily adjusted because of fluctuations in our business or numbers of employees. Moreover, rapid changes in the size of our workforce could adversely affect our ability to develop and deliver products and services as planned or impair our ability to realize our current or future business objectives.

We are subject to risks arising from our international operations, which may adversely affect our business, financial condition, and results of operations.

We derive a majority of our revenues from our international operations, and we plan to continue expanding our business in international markets in the future. We conduct significant sales and customer support operations directly and indirectly through our distributors and value-added resellers in countries throughout the world and depend on the operations of our contract manufacturers and suppliers that are located outside of the United States. In addition, a portion of our R&D and our general and administrative operations are conducted outside the United States. In some countries, we may experience reduced intellectual property protection.

As a result of our international operations, we are affected by economic, regulatory, social, and political conditions in foreign countries, including changes in general IT spending, the imposition of government controls, including critical infrastructure protection, changes or limitations in trade protection laws, other regulatory requirements, which may affect our ability to import or export our products from various countries, service provider and government spending patterns affected by political considerations, unfavorable changes in tax treaties or laws, natural disasters, epidemic disease, labor unrest, earnings expatriation restrictions, misappropriation of intellectual property, military actions, acts of terrorism, political and social unrest and difficulties in staffing and managing international operations. For example, revenue attributable to our customers in Japan generally accounts for five percent to eight percent of our revenue. Although we did not experience a significant negative impact to our revenue during first quarter of fiscal year 2011, the March 2011 earthquake and tsunami in Japan may continue to adversely and unpredictably affect our customers and spending patterns in Japan in the short term. Any or all of these factors could have a material adverse impact on our business, financial condition, and results of operations.

Moreover, local laws and customs in many countries differ significantly from those in the United States. In many foreign countries, particularly in those with developing economies, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or United States regulations applicable to us. There can be no assurance that our employees, contractors, and agents will not take actions in violation of our policies and procedures, which are designed to ensure compliance with U.S. and foreign laws and policies. Violations of laws or key control policies by our employees, contractors, or agents could result in financial reporting problems, fines, penalties, or prohibition on the importation or exportation of our products, and could have a material adverse effect on our business, financial condition and results of

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operations.

We are exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition and results of operations.

Because a majority of our business is conducted outside the United States, we face exposure to adverse movements in non-U.S. currency exchange rates. These exposures may change over time as business practices evolve and could have a material adverse impact on our financial condition and results of operations.

The majority of our revenues and expenses are transacted in U.S. Dollars. We also have some transactions that are denominated in foreign currencies, primarily the British Pound, Euro, Indian Rupee, and Japanese Yen related to our sales and service operations outside of the United States. An increase in the value of the U.S. Dollar could increase the real cost to our customers of our products in those markets outside the United States in which we sell in U.S. Dollars, and a weakened U.S. Dollar could increase the cost of local operating expenses and procurement of raw materials to the extent we must purchase components in foreign currencies.

Currently, we hedge only those currency exposures associated with certain assets and liabilities denominated in nonfunctional currencies and periodically hedge anticipated foreign currency cash flows. The hedging activities undertaken by us are intended to offset the impact of currency fluctuations on certain nonfunctional currency assets and liabilities. However, no amount of hedging can be effective against all circumstances, including long-term declines in the value of the U.S. Dollar. If our attempts to hedge against these risks are not successful, or if long-term declines in the value of the U.S. Dollar persist, our financial condition and results of operations could be adversely impacted.

Integration of acquisitions could disrupt our business and harm our financial condition and stock price and may dilute the ownership of our stockholders.

We have made, and may continue to make, acquisitions in order to enhance our business. For example, in December 2010 we acquired Altor and Trapeze, in July 2010 we acquired SMobile, and in April 2010 we acquired Ankeena. Acquisitions involve numerous risks, including problems combining the purchased operations, technologies or products, unanticipated costs, diversion of management's attention from our core businesses, adverse effects on existing business relationships with suppliers and customers, risks associated with entering markets in which we have no or limited prior experience, and potential loss of key employees. There can be no assurance that we will be able to integrate successfully any businesses, products, technologies, or personnel that we might acquire. The integration of businesses that we may acquire is likely to be a complex, time-consuming, and expensive process and we may not realize the anticipated revenues or other benefits associated with our acquisitions if we fail to successfully manage and operate the acquired business. If we fail in any acquisition integration efforts and are unable to efficiently operate as a combined organization utilizing common information and communication systems, operating procedures, financial controls, and human resources practices, our business, financial condition, and results of operations may be adversely affected.

Acquisitions may also require us to issue common stock or assume equity awards that dilute the ownership of our current stockholders, assume liabilities, record goodwill and amortizable intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges, incur amortization expenses related to certain intangible assets, and incur large and immediate write-offs and restructuring and other related expenses, all of which could harm our financial condition and results of operations.

If we fail to adequately evolve our financial and managerial control and reporting systems and processes, our ability to manage and grow our business will be negatively affected.

Our ability to successfully offer our products and implement our business plan in a rapidly evolving market depends upon an effective planning and management process. We will need to continue to improve our financial and managerial control and our reporting systems and procedures in order to manage our business effectively in the future. If we fail to continue to implement improved systems and processes, our ability to manage our business, financial condition, and results of operations may be negatively affected.

Our products are highly technical and if they contain undetected errors or do not meet customer quality expectations, our business could be adversely affected, and we may need to defend lawsuits or pay damages in connection with any alleged or actual failure of our products and services.

Our products are highly technical and complex, are critical to the operation of many networks, and, in the case of our security

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products, provide and monitor network security and may protect valuable information. Our products have contained and may contain one or more undetected errors, defects, malware, or security vulnerabilities. Some errors in our products may only be discovered after a product has been installed and used by end-customers. Any errors, defects, malware or security vulnerabilities discovered in our products after commercial release could result in loss of revenues or delay in revenue recognition, loss of customers, loss of future business and reputation, penalties, and increased service and warranty cost, any of which could adversely affect our business, financial condition, and results of operations. In addition, in the event an error, defect, malware, or vulnerability is attributable to a component supplied by a third-party vendor, we may not be able to recover from the vendor all of the costs of remediation that we may incur. In addition, we could face claims for product liability, tort, or breach of warranty. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention. If our business liability insurance coverage is inadequate, or future coverage is unavailable on acceptable terms or at all, our financial condition and results of operations could be harmed. Moreover, if our products fail to satisfy our customers' quality expectations for whatever reason, the perception of and the demand for our products could be adversely affected.

If our products do not interoperate with our customers’ networks, installations will be delayed or cancelled and could harm our business.

Our products are designed to interface with our customers’ existing networks, each of which have different specifications and utilize multiple protocol standards and products from other vendors. Many of our customers’ networks contain multiple generations of products that have been added over time as these networks have grown and evolved. Our products must interoperate with many or all of the products within these networks as well as future products in order to meet our customers’ requirements. If we find errors in the existing software or defects in the hardware used in our customers’ networks, we may need to modify our software or hardware to fix or overcome these errors so that our products will interoperate and scale with the existing software and hardware, which could be costly and could negatively affect our business, financial condition, and results of operations. In addition, if our products do not interoperate with those of our customers’ networks, demand for our products could be adversely affected or orders for our products could be cancelled. This could hurt our operating results, damage our reputation, and seriously harm our business and prospects.

Our products incorporate and rely upon licensed third-party technology, and if licenses of third-party technology do not continue to be available to us or become very expensive, our revenues and ability to develop and introduce new products could be adversely affected.

We integrate licensed third-party technology into certain of our products. From time to time, we may be required to license additional technology from third-parties to develop new products or product enhancements. Third-party licenses may not be available or continue to be available to us on commercially reasonable terms. The failure to comply with the terms of any license may result in our inability to continue to use such license. Our inability to maintain or re-license any third-party licenses required in our products or our inability to obtain third-party licenses necessary to develop new products and product enhancements, could require us, if possible, to develop substitute technology or obtain substitute technology of lower quality or performance standards or at a greater cost, any of which could delay or prevent product shipment and harm our business, financial condition, and results of operations.

We sell our products to customers that use those products to build networks and IP infrastructure, and if the demand for network and IP systems does not continue to grow, then our business, financial condition, and results of operations could be adversely affected.

A substantial portion of our business and revenues depends on the growth of secure IP infrastructure and on the deployment of our products by customers that depend on the continued growth of IP services. As a result of changes in the economy capital spending or the building of network capacity in excess of demand, all of which have in the past particularly affected telecommunications service providers, spending on IP infrastructure can vary, which could have a material adverse effect on our business, financial condition, and results of operations. In addition, a number of our existing customers are evaluating the build out of their next generation networks. During the decision-making period when the customers are determining the design of those networks and the selection of the equipment they will use in those networks, such customers may greatly reduce or suspend their spending on secure IP infrastructure. Such delays in purchases can make it more difficult to predict revenues from such customers, can cause fluctuations in the level of spending by these customers and, even where our products are ultimately selected, can have a material adverse effect on our business, financial condition, and results of operations.

Our financial condition and results of operations could suffer if there is an additional impairment of goodwill or other intangible assets with indefinite lives.

We are required to test annually and review on an interim basis, our goodwill and intangible assets with indefinite lives,

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including the goodwill associated with past acquisitions and any future acquisitions, to determine if impairment has occurred. As of September 30, 2011, our goodwill was $3,928.5 million. If such assets are deemed impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. This would result in incremental expenses for that quarter, which would reduce any earnings or increase any loss for the period in which the impairment was determined to have occurred. For example, such impairment could occur if the market value of our common stock falls below certain levels for a sustained period, or if the portions of our business related to companies we have acquired fail to grow at expected rates or decline. In the second quarter of 2006, our impairment evaluation resulted in a reduction of $1,280.0 million to the carrying value of goodwill on our balance sheet for the SLT operating segment, primarily due to the decline in our market capitalization that occurred over a period of approximately nine months prior to the impairment review and, to a lesser extent, a decrease in forecasted future cash flows. In recent years, economic weakness contributed to extreme price and volume fluctuations in global stock markets that reduced the market price of many technology company stocks, including ours. Future declines in our stock price, as well as any marked decline in our level of revenues or gross margins, increase the risk that goodwill and intangible assets may become impaired in future periods. We cannot accurately predict the amount and timing of any impairment of assets.

While we believe that we currently have adequate internal control over financial reporting, we are exposed to risks from legislation requiring companies to evaluate those internal controls.

Section 404 of the Sarbanes-Oxley Act of 2002 requires our management to report on, and our independent auditors to attest to, the effectiveness of our internal control over financial reporting. We have an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements. We have and will continue to incur significant expenses and devote management resources to Section 404 compliance on an ongoing basis. In the event that our Chief Executive Officer, Chief Financial Officer, or independent registered public accounting firm determine in the future that, our internal controls over financial reporting are not effective as defined under Section 404, investor perceptions may be adversely affected if our financial statements are not reliable and could cause a decline in the market price of our stock and otherwise negatively affect our liquidity and financial condition.

The investment of our cash balance and our investments in government and corporate debt securities are subject to risks, which may cause losses and affect the liquidity of these investments.

At September 30, 2011, we had $2,722.4 million in cash and cash equivalents and $1,407.9 million in short- and long-term investments. We have invested these amounts primarily in U.S. government securities, government-sponsored enterprise obligations, foreign government debt securities, corporate notes and bonds, commercial paper, and money market funds meeting certain criteria. Certain of these investments are subject to general credit, liquidity, market, and interest rate risks, which may be exacerbated by U.S. sub-prime mortgage defaults that have affected various sectors of the financial markets and caused credit and liquidity issues at many financial institutions. Our future investment income may fall short of expectations due to changes in interest rates or if the decline in fair value of our publicly traded debt or equity investments is judged to be other-than-temporary. These market risks associated with our investment portfolio may have a negative adverse effect on our liquidity, financial condition, and results of operations.

We may be unable to generate the cash flow to service our debt obligations, including the Senior Notes.

In March2011, we issued senior unsecured notes for an aggregate principle amount of $1.0 billion. We may not be able to generate sufficient cash flow to enable us to service our indebtedness, including the notes, or to make anticipated capital expenditures. Our ability to pay our expenses and satisfy our debt obligations, refinance our debt obligations and fund planned capital expenditures will depend on our future performance, which will be affected by general economic, financial, competitive, legislative, regulatory and other factors beyond our control. Based upon current levels of operations, we believe cash flow from operations and available cash will be adequate for the foreseeable future to meet our anticipated requirements for working capital, capital expenditures and scheduled payments of principal and interest on our indebtedness, including the senior notes. However, if we are unable to generate sufficient cash flow from operations or to borrow sufficient funds in the future to service our debt, we may be required to sell assets, reduce capital expenditures, refinance all or a portion of our existing debt (including the senior notes) or obtain additional financing. There is no assurance that we will be able to refinance our debt, sell assets or borrow more money on terms acceptable to us, or at all.

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The indenture that governs the senior notes also contains various covenants that limit our ability and the ability of our subsidiaries to, among other things:

• incur liens;

• incur sale and leaseback transactions; and

• consolidate or merge with or into, or sell substantially all of our assets to, another person

As a result of these covenants, we are limited in the manner in which we can conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs. Accordingly, these restrictions may limit our ability to successfully operate our business. A failure to comply with these restrictions could lead to an event of default, which could result in an acceleration of the indebtedness. Our future operating results may not be sufficient to enable compliance with these covenants to remedy any such default. In addition, in the event of an acceleration, we may not have or be able to obtain sufficient funds to make any accelerated payments, including those under the senior notes.

Uninsured losses could harm our operating results.

We self-insure against many business risks and expenses, such as intellectual property litigation and our medical benefit programs, where we believe we can adequately self-insure against the anticipated exposure and risk or where insurance is either not deemed cost-effective or is not available. We also maintain a program of insurance coverage for various types of property, casualty, and other risks. We place our insurance coverage with various carriers in numerous jurisdictions. The types and amounts of insurance that we obtain vary from time to time and from location to location, depending on availability, cost, and our decisions with respect to risk retention. The policies are subject to deductibles, policy limits, and exclusions that result in our retention of a level of risk on a self-insurance basis. Losses not covered by insurance could be substantial and unpredictable and could adversely affect our financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of equity securities during the period covered by this report.

(c) Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased (2)	Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1 - July 30, 2011	77,640	$	30.03	—	$	404,834,344
August 1 - August 31, 2011	8,896,623	21.47		8,896,623	213,834,368
September 1 - September 30, 2011	4,668	18.85		—	213,834,368
Total	8,978,931	$	21.54	8,896,623

________________________________

(1) Shares were repurchased under the stock repurchase program approved by the Board in February 2010 (the “2010 Stock Repurchase Program”), which authorized the Company to purchase up to an additional $1.0 billion of the Company's common stock. Future share repurchases under the Company's 2010 Stock Repurchase Program will be subject to a review of the circumstances in place at that time and will be made from time to time in private transactions or open market purchases as permitted by securities laws and other legal requirements. This program may be discontinued at any time. As of September 30, 2011, the 2010 Stock Repurchase Program had 213,834,368 remaining authorized funds available for future stock repurchases.

(2) Amounts include repurchases under the Company's stock repurchase program and repurchases of the Company's common stock from its employees in connection with net issuance of shares to satisfy the employee tax withholding obligations for the vesting of certain restricted stock units and performance share awards. We repurchased an immaterial amount of shares of common stock from our employees in connection with net issuances during the three months ended September 30, 2011. All shares of common stock that have been repurchased under the Company's stock repurchase programs and from its employees in connection with net issuances have been retired.

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Item 6. Exhibits

Exhibit Number	Description of Document
3.1	Juniper Networks, Inc. Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2001)
3.2	Amended and Restated Bylaws of Juniper Networks, Inc.*
4.1	Indenture, dated March 3, 2011, by and between Juniper Networks, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2011)
4.8	First Supplemental Indenture, dated March 3, 2011, by and between Juniper Networks, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.8 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2011)
4.9	Form of Note for Juniper Networks, Inc.'s 3.100% Senior Notes due 2016 (incorporated by reference to Exhibit 4.8 hereto)
4.10	Form of Note for Juniper Networks, Inc.'s 4.600% Senior Notes due 2021 (incorporated by reference to Exhibit 4.8 hereto)
4.11	Form of Note for Juniper Networks, Inc.'s 5.950% Senior Notes due 2041 (incorporated by reference to Exhibit 4.8 hereto)
10.1	Juniper Networks, Inc. 2006 Equity Incentive Plan, as amended May 18, 2011 (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2011)
10.2	Juniper Networks, Inc. Performance Bonus Plan (incorporated by reference to Exhibit 10.56 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2011)
10.3	Employment Agreement between Juniper Networks, Inc. and Robert Muglia*
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101	The following materials from Juniper Network Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, and (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

*Filed herewith.

61

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Juniper Networks, Inc.
November 4, 2011	By:	/s/ Robyn M. Denholm
		Robyn M. Denholm
		Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
November 4, 2011	By:	/s/ Gene Zamiska
		Gene Zamiska
		Vice President, Finance and Corporate Controller (Duly Authorized Officer and Principal Accounting Officer)

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Exhibit Index

Exhibit Number	Description of Document
3.1	Juniper Networks, Inc. Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2001)
3.2	Amended and Restated Bylaws of Juniper Networks, Inc.*
4.1	Indenture, dated March 3, 2011, by and between Juniper Networks, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2011)
4.8	First Supplemental Indenture, dated March 3, 2011, by and between Juniper Networks, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.8 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2011)
4.9	Form of Note for Juniper Networks, Inc.'s 3.100% Senior Notes due 2016 (incorporated by reference to Exhibit 4.8 hereto)
4.10	Form of Note for Juniper Networks, Inc.'s 4.600% Senior Notes due 2021 (incorporated by reference to Exhibit 4.8 hereto)
4.11	Form of Note for Juniper Networks, Inc.'s 5.950% Senior Notes due 2041 (incorporated by reference to Exhibit 4.8 hereto)
10.1	Juniper Networks, Inc. 2006 Equity Incentive Plan, as amended May 18, 2011 (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2011)
10.2	Juniper Networks, Inc. Performance Bonus Plan (incorporated by reference to Exhibit 10.56 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2011)
10.3	Employment Agreement between Juniper Networks, Inc. and Robert Muglia*
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101	The following materials from Juniper Network Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, and (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

*Filed herewith.

63

EX-3.2

Exhibit 3.2

BYLAWS

OF

JUNIPER NETWORKS, INC.

(As amended September 1, 2011)

ARTICLE I

CORPORATE OFFICES

1.1 REGISTERED OFFICE

The registered office of the Corporation shall be 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware, 19801. The name of the registered agent of the Corporation at such location is The Corporation Trust Company.

1.2 OTHER OFFICES

The board of directors may at any time establish other offices at any place or places where the Corporation is qualified to do business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 PLACE OF MEETINGS

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors. In the absence of any such designation, stockholders' meetings shall be held at the registered office of the Corporation. The board of directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law.

2.2 ANNUAL MEETING

The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. At the meeting, directors shall be elected and any other proper business may be transacted.

2.3 SPECIAL MEETING

A special meeting of the stockholders may be called at any time by the (i) board of directors acting pursuant to a resolution adopted by a majority of the Whole Board, (ii) the chairman of the board, (iii) the president, or (iv) the chief executive officer, but a special meeting may not be called by any other person or persons. For purposes of these bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships. The board of directors, acting pursuant to a resolution adopted by the majority of the Whole Board, may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

If a special meeting is called by any person other than the board of directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The officer receiving the request shall cause notice to be promptly given to the stockholders

entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of this Article II, that a meeting will be held at the time requested by the person or persons who called the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after the receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the board of directors may be held.

2.4 NOTICE OF STOCKHOLDERS' MEETINGS

All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.6 of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.5 ADVANCE NOTICE OF STOCKHOLDER BUSINESS AND DIRECTOR NOMINATIONS BY STOCKHOLDERS

(i) At an annual meeting of stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting business must brought: (A) pursuant to the Corporation's proxy materials with respect to such meeting, (B) by or at the direction of the board of directors, or (C) by a stockholder of the Corporation who (1) is a stockholder of record at the time of the giving of the notice required by this Section 2.5(i) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the notice procedures set forth in this Section 2.5(i). In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these bylaws and applicable law. For the avoidance of doubt, clause (C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders.

(a) To comply with clause (C) of Section 2.5(i) above, a stockholder's notice must set forth all information required under this Section 2.5(i) and must be timely received by the secretary of the Corporation. To be timely, a stockholder's notice must be received by the secretary at the principal executive offices of the Corporation not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the Corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year's annual meeting, then, for notice by the stockholder to be timely, it must be so received by the secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder's notice as described in this Section 2.5(i)(a). “Public Announcement” shall mean disclosure in a press release released on Business Wire and/or reported by the Dow Jones News Service, Associated Press or a comparable national news and/or wire service or in a document publicly filed by the Corporation with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or any successor thereto (the “1934 Act”).

(b) To be in proper written form, a stockholder's notice to the secretary must set forth as to each matter of business the stockholder intends to bring before the annual meeting: (1) a brief

description of the business intended to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business and any Stockholder Associated Person (as defined below), (3) the class and number of shares of the Corporation that are held of record or are beneficially owned by the stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the Corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of the Corporation, (5) any material interest of the stockholder or a Stockholder Associated Person in such business, and (6) a statement whether either such stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation's voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (1) through (6), a “Business Solicitation Statement”). In addition, to be in proper written form, a stockholder's notice to the secretary must be supplemented not later than ten days following the record date to disclose the information contained in clauses (3) and (4) above as of the record date. For purposes of this Section 2.5, a “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii).

(c) Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 2.5(i) and, if applicable, Section 2.5(ii). In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance with the provisions of this Section 2.5(i), and, if the chairperson should so determine, he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.

(ii) Notwithstanding anything in these bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 2.5(ii) shall be eligible for election or re-election as directors at an annual meeting of stockholders. Nominations of persons for election to the board of directors of the Corporation shall be made at an annual meeting of stockholders only (A) by or at the direction of the board of directors or (B) by a stockholder of the Corporation who (1) was a stockholder of record at the time of the giving of the notice required by this Section 2.5(ii) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has complied with the notice procedures set forth in this Section 2.5(ii). In addition to any other applicable requirements, for a nomination to be made by a stockholder, the stockholder must have given timely notice thereof in proper written form to the secretary of the Corporation.

(a) To comply with clause (B) of Section 2.5(ii) above, a nomination to be made by a stockholder must set forth all information required under this Section 2.5(ii) and must be received by the

secretary of the Corporation at the principal executive offices of the Corporation at the time set forth in, and in accordance with, the final three sentences of Section 2.5(i)(a) above.

(b) To be in proper written form, such stockholder's notice to the secretary must set forth:

(1) as to each person (a “nominee”) whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class and number of shares of the Corporation that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the Corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (E) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, (F) a written statement executed by the nominee acknowledging that as a director of the Corporation, the nominee will owe a fiduciary duty under Delaware law with respect to the Corporation and its stockholders, and (G) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation the nominee's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and

(2) as to such stockholder giving notice, (A) the information required to be provided pursuant to clauses (2) through (5) of Section 2.5(i)(b) above, and the supplement referenced in the second sentence of Section 2.5(i)(b) above (except that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this paragraph), and (B) a statement whether either such stockholder or Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of a number of the Corporation's voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect such nominee(s) (such information provided and statements made as required by clauses (A) and (B) above, a “Nominee Solicitation Statement”).

(c) At the request of the board of directors, any person nominated by a stockholder for election as a director must furnish to the secretary of the Corporation (1) that information required to be set forth in the stockholder's notice of nomination of such person as a director as of a date subsequent to the date on which the notice of such person's nomination was given and (2) such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder's understanding of the independence, or lack thereof, of such nominee; in the absence of the furnishing of such information if requested, such stockholder's nomination shall not be considered in proper form pursuant to this Section 2.5(ii).

(d) Without exception, no person shall be eligible for election or re-election as a director of the Corporation at an annual meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 2.5(ii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination

was not made in accordance with the provisions prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the annual meeting, and the defective nomination shall be disregarded.

(iii) Advance Notice of Director Nominations for Special Meetings.

(a) For a special meeting of stockholders at which directors are to be elected pursuant to Section 2.3, nominations of persons for election to the board of directors shall be made only (1) by or at the direction of the board of directors or (2) by any stockholder of the Corporation who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.5(iii) and on the record date for the determination of stockholders entitled to vote at the special meeting and (B) delivers a timely written notice of the nomination to the secretary of the Corporation that includes the information set forth in Sections 2.5(ii)(b) and (ii)(c) above. To be timely, such notice must be received by the secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. A person shall not be eligible for election or re-election as a director at a special meeting unless the person is nominated (i) by or at the direction of the board of directors or (ii) by a stockholder in accordance with the notice procedures set forth in this Section 2.5(iii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

(b) The chairperson of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or business was not made in accordance with the procedures prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.

(iv) Other Requirements and Rights.

In addition to the foregoing provisions of this Section 2.5, a stockholder must also comply with all applicable requirements of state law and of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.5. Nothing in this Section 2.5 shall be deemed to affect any right of the Corporation to omit a proposal from the Corporation's proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act and nothing in this Section 2.5 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

2.7 QUORUM

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairman of the meeting, or (ii) the stockholders entitled to vote thereat, present in person or represented

by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provisions of the statutes or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of the question.

2.8 ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time or place, unless these Bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.9 VOTING

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Sections 2.12 and 2.14 of these Bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).

Except as may be otherwise provided in the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

2.10 WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these Bylaws.

2.11 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Notwithstanding the following provisions of this Section 2.11, effective upon the listing of the Common Stock of the Corporation on the Nasdaq Stock Market and the registration of any class of securities of the Corporation pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the stockholders of the Corporation may not take action by written consent without a meeting but must take any such actions at a duly called annual or special meeting.

Except as otherwise provided in this Section 2.11, any action required by this chapter to be taken at any annual or special meeting of stockholders of a Corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written

consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action.

If the board of directors does not so fix a record date, the fixing of such record date shall be governed by the provisions of Section 213 of the General Corporation Law of Delaware.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

2.13 PROXIES

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by a written proxy, signed by the stockholder and filed with the secretary of the Corporation, but no such proxy shall be voted or acted upon after 3 years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section

212(c) of the General Corporation Law of Delaware.

2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer who has charge of the stock ledger of a Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The stock ledger shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders and of the number of shares held by each such stockholder.

2.15 CONDUCT OF BUSINESS

Meetings of stockholders shall be presided over by the chairman of the board, if any, or in his absence by the president, or in his absence by a vice president, or in the absence of the foregoing persons by a

chairman designated by the board of directors, or in the absence of such designation by a chairman chosen at the meeting. The secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such matters as the regulation of the manner of voting and conduct of business.

ARTICLE III

DIRECTORS

3.1 POWERS

Subject to the provisions of the General Corporation Law of Delaware and any limitations in the Certificate of Incorporation or these Bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

3.2 NUMBER

The authorized number of directors of the Corporation shall be eleven (11). No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

3.3 CLASSES OF DIRECTORS

At such time as a Registration Statement regarding the sale of the Corporation's Common Stock to the public is declared effective by the Securities and Exchange Commission, the Directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the closing of the Initial Public Offering, the term of office of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the closing of the Initial Public Offering, the term of office of the Class II Directors shall expire and Class II Directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the closing of the Initial Public Offering, the term of office of the Class III Directors shall expire and Class III Directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, Directors shall be elected for a full term of three years to succeed the Directors of the class whose terms expire at such annual meeting.

Notwithstanding the foregoing provisions of this Article, each Director shall serve until his successor is duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

3.4 RESIGNATION AND VACANCIES

Any director may resign at any time upon written notice to the Corporation. Stockholders may remove directors with or without cause. Any vacancy occurring in the board of directors with or without cause may be filled by a majority of the remaining members of the board of directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced.

Unless otherwise provided in the Certificate of Incorporation or these Bylaws:

(i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships

of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

If at any time, by reason of death or resignation or other cause, the Corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the General Corporation Law of Delaware. If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable.

3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The board of directors of the Corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.6 REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

3.7 SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two directors.

Notice of the time and place of special meetings shall be (i) delivered personally by hand, by courier or by telephone to each director, (ii) sent by first-class mail, postage prepaid, (iii) sent by facsimile, or (iv) sent by electronic mail, directed to each director at that director's address, telephone number, facsimile number or electronic mail address, as the case may be, as it is shown on the records of the Corporation.

If the notice is mailed, it shall be deposited in the United States mail at least 4 days before the time of the holding of the meeting. If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile, or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting, if the meeting is to be held at the principal executive office of the Corporation, or the purpose of the meeting.

3.8 QUORUM

At all meetings of the board of directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

3.9 WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these Bylaws.

3.10 ADJOURNED MEETING; NOTICE

If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

3.11 CONDUCT OF BUSINESS

Meetings of the board of directors shall be presided over by the chairman of the board, if any, or in his absence by the chief executive officer, or in their absence by a chairman chosen at the meeting. The secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of any meeting shall determine the order of business and the procedures at the meeting.

3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.13 FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.14 REMOVAL OF DIRECTORS

Unless otherwise restricted by statute, by the Certificate of Incorporation or by these Bylaws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. If at any time a class or series of shares is entitled to elect one or more directors, the provisions of this Article 3.14 shall apply to the vote of that class or series and not to the vote of the outstanding shares as a whole.

3.15 DIRECTOR INDEPENDENCE

At least two-thirds of the members of the board of directors must be independent as defined by the

requirements of the exchange on which the Corporation's securities are listed and any other requirements of applicable law, provided, that in the event one or more directors become non-independent or resign and such change causes the proportion of independent directors to be less than two-thirds of the board of directors, the Corporation shall have 150 days from the effective date of such determination or resignation to elect a new independent director. For purposes of this Section 3.15, “independence” shall be determined in accordance with the then applicable rules and regulations of the Securities and Exchange Commission and the primary stock exchange on which the Corporation's stock is traded.

ARTICLE IV

COMMITTEES

4.1 COMMITTEES OF DIRECTORS

The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one or more of the directors of the Corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in the Bylaws of the Corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) amend the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, (iv) recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or (v) amend the Bylaws of the Corporation; and, unless the board resolution establishing the committee, the Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of Delaware.

4.2 COMMITTEE MINUTES

Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

4.3 MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these Bylaws, Section 3.5 (place of meetings and meetings by telephone), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), Section 3.10 (adjournment and notice of adjournment), Section 3.11 (conduct of business) and 3.12 (action without a meeting), with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its

members; provided, however, that the time of regular meetings of committees may also be called by resolution of the board of directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE V

OFFICERS

5.1 OFFICERS

The officers of the Corporation shall be a chief executive officer, one or more vice presidents, a secretary and a chief financial officer. The Corporation may also have, at the discretion of the board of directors, a chairman of the board, a president, a chief operating officer, one or more executive, senior or assistant vice presidents, assistant secretaries and any such other officers as may be appointed in accordance with the provisions of

Section 5.2 of these Bylaws. Any number of offices may be held by the same person.

5.2 APPOINTMENT OF OFFICERS

Except as otherwise provided in this Section 5.2, the officers of the Corporation shall be appointed by the board of directors, subject to the rights, if any, of an officer under any contract of employment. The board of directors may appoint, or empower an officer to appoint, such officers and agents of the business as the Corporation may require (whether or not such officer or agent is described in this Article V), each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the board of directors may from time to time determine. Any vacancy occurring in any office of the Corporation shall be filled by the board of directors or may be filled by the officer, if any, who appointed such officer.

5.3 REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the board of directors at any regular or special meeting of the board or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors or, in the case of an officer appointed by another officer, by such other officer.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

5.4 CHAIRMAN OF THE BOARD

The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the board of directors or as may be prescribed by these Bylaws. If there is no chief executive officer, then the chairman of the board shall also be the chief executive officer of the Corporation and shall have the powers and duties prescribed in Section 5.5 of these Bylaws.

5.5 CHIEF EXECUTIVE OFFICER

The Chief Executive Officer of the Corporation shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the Corporation. He or she shall preside at all meetings of the stockholders and, in the absence or nonexistence of a Chairman of

the Board at all meetings of the Board of Directors. He or she shall have the general powers and duties of management usually vested in the chief executive officer of a Corporation, including general supervision, direction and control of the business and supervision of other officers of the Corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

The Chief Executive Officer shall, without limitation, have the authority to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

5.6 PRESIDENT

Subject to such supervisory powers as may be given by these Bylaws or the Board of Directors to the Chairman of the Board or the Chief Executive Officer, if there be such officers, the president shall have general supervision, direction and control of the business and supervision of other officers of the Corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. In the event a Chief Executive Officer shall not be appointed, the President shall have the duties of such office.

5.7 VICE PRESIDENT

In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the chief executive officer and when so acting shall have all the powers of, and be subject to all the restrictions upon, the chief executive officer. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors, these Bylaws, the chief executive officer or the chairman of the board.

5.8 SECRETARY

The secretary shall keep or cause to be kept, at the principal executive office of the Corporation or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors' meetings or committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation's transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors required to be given by law or by these Bylaws. He shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these Bylaws.

5.9 CHIEF FINANCIAL OFFICER

The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the board of directors. He shall disburse the

funds of the Corporation as may be ordered by the board of directors, shall render to the chief executive officer and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these Bylaws.

5.10 ASSISTANT SECRETARY

The assistant secretary, or, if there is more than one, the assistant secretaries in the order determined by the stockholders or board of directors

(or if there be no such determination, then in the order of their election)

shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors or the stockholders may from time to time prescribe.

5.11 AUTHORITY AND DUTIES OF OFFICERS

In addition to the foregoing authority and duties, all officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the board of directors or the stockholders.

ARTICLE VI

INDEMNITY

6.1 THIRD PARTY ACTIONS

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or an agent of the Corporation, or is or was serving at the request of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, as a director or officer of another corporation, partnership, joint venture trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or an agent of the Corporation, or is or was serving at the request of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, as an employee or agent of another corporation, partnership, joint venture trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of

any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

6.2 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, to procure a judgment in its favor by reason of the fact that he is or was a director or officer of Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, or is or was serving at the request of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in manner he reasonably believed to be in or not opposed to the best interests of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, to procure a judgment in its favor by reason of the fact that he is or was an employee or agent of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, or is or was serving at the request of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney's fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in manner he reasonably believed to be in or not opposed to the best interests of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

6.3 SUCCESSFUL DEFENSE

To the extent that a director, officer, employee or agent of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 6.1 and 6.2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

6.4 DETERMINATION OF CONDUCT

Any indemnification under Sections 6.1 and 6.2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that the indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 6.1 and 6.2. Such determination shall be made (1) by the board of Directors or the Executive Committee by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) or if such quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

6.5 PAYMENT OF EXPENSES IN ADVANCE

Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

6.6 INDEMNITY NOT EXCLUSIVE

The indemnification and advancement of expenses provided or granted pursuant to the other subsections of this section shall not be deemed exclusive of any other rights or limiting any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, certificate of incorporation, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another while holding such office.

6.7 INSURANCE INDEMNIFICATION

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, any predecessor of the Corporation, or any subsidiary of the Corporation, or is or was serving at the request of the Corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

6.8 THE CORPORATION

For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under and subject to the provisions of this Article VI (including, without limitation the provisions of Section 6.4) with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

6.9 EMPLOYEE BENEFIT PLANS

For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or

beneficiaries; and a person who acted in good faith and in a manner he reasonably deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

6.10 CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

The indemnification and advanced of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

6.11 INDEMNITY FUND

Upon resolution passed by the Board, the Corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit, surety bonds and/or similar arrangements), to ensure the payment of certain of its obligations arising under this Article VI and/or agreements which may be entered into between the Corporation and its officers and/or directors from time to time.

ARTICLE VII

RECORDS AND REPORTS

7.1 MAINTENANCE AND INSPECTION OF RECORDS

The Corporation shall, either at its principal executive office or at such place or places as designated by the board of directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books, and other records.

Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation's stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in Delaware or at its principal place of business.

7.2 INSPECTION BY DIRECTORS

Any director shall have the right to examine the Corporation's stock ledger, a list of its stockholders and its other books and records for a purpose reasonably related to his position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the Corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

7.3 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairman of the board, the chief executive officer, any vice president, the chief financial officer, the secretary or assistant secretary of this Corporation, or any other person authorized by the board of directors or the chief executive officer or a vice president, is authorized to vote, represent, and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by

such person having the authority.

ARTICLE VIII

GENERAL MATTERS

8.1 CHECKS

From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the Corporation, and only the persons so authorized shall sign or endorse those instruments.

8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

The board of directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

8.3 STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of a corporation shall be represented by certificates, provided that the board of directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the board of directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation by the chairman or vice-chairman of the board of directors, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

8.4 SPECIAL DESIGNATION ON CERTIFICATES

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each

stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section 8.4 or Sections 156, 202(a) or 218(a) of the General Corporation Law of Delaware or with respect to this Section 8.4 a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

8.5 LOST CERTIFICATES

Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

8.6 CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a Corporation and a natural person.

8.7 DIVIDENDS

The directors of the Corporation, subject to any restrictions contained in the Certificate of Incorporation, may declare and pay dividends upon the shares of its capital stock pursuant to the General Corporation Law of Delaware. Dividends may be paid in cash, in property, or in shares of the Corporation's capital stock.

The directors of the Corporation may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.

8.8 FISCAL YEAR

The fiscal year of the Corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.

8.9 SEAL

The Corporation may adopt a corporate seal, which may be altered at pleasure, and may use the same by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

8.10 TRANSFER OF STOCK

Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be

the duty of the Corporation to issue a new certificate or uncertificated shares to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

8.11 STOCK TRANSFER AGREEMENTS

The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.

8.12 REGISTERED STOCKHOLDERS

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE IX

AMENDMENTS

The original or other Bylaws of the Corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the Corporation may, in its Certificate of Incorporation, confer the power to adopt, amend or repeal Bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal Bylaws.

ARTICLE X

DISSOLUTION

If it should be deemed advisable in the judgment of the board of directors of the Corporation that the Corporation should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice to be mailed to each stockholder entitled to vote thereon of the adoption of the resolution and of a meeting of stockholders to take action upon the resolution.

At the meeting a vote shall be taken for and against the proposed dissolution. If a majority of the outstanding stock of the Corporation entitled to vote thereon votes for the proposed dissolution, then a certificate stating that the dissolution has been authorized in accordance with the provisions of Section 275 of the General Corporation Law of Delaware and setting forth the names and residences of the directors and officers shall be executed, acknowledged, and filed and shall become effective in accordance with Section 103 of the General Corporation Law of Delaware. Upon such certificate's becoming effective in accordance with Section 103 of the General Corporation Law of Delaware, the Corporation shall be dissolved.

ARTICLE XI

CUSTODIAN

11.1 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

The Court of Chancery, upon application of any stockholder, may appoint one or more persons to be custodians and, if the Corporation is insolvent, to be receivers, of and for the Corporation when:

(i) at any meeting held for the election of directors the stockholders are so divided that they have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their

successors; or

(ii) the business of the Corporation is suffering or is threatened with irreparable injury because the directors are so divided respecting the management of the affairs of the Corporation that the required vote for action by the board of directors cannot be obtained and the stockholders are unable to terminate this division; or

(iii) the Corporation has abandoned its business and has failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets.

11.2 DUTIES OF CUSTODIAN

The custodian shall have all the powers and title of a receiver appointed under Section 291 of the General Corporation Law of Delaware, but the authority of the custodian shall be to continue the business of the Corporation and not to liquidate its affairs and distribute its assets, except when the Court of Chancery otherwise orders and except in cases arising under Sections 226(a)(3) or 352(a)(2) of the General Corporation Law of Delaware.

ARTICLE XII

LOANS TO OFFICERS

Subject to applicable law, the Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of its subsidiaries, including any officer or employee who is a Director of the Corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the Corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation. Nothing in this Bylaw shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any statute.

EX-10.3

Exhibit 10.3

June 29, 2011

Robert Muglia

RE: Offer of Employment

Dear Bob:

We are pleased to offer you a position of Executive Vice President, Software Solutions Group (SSG)-reporting to Kevin Johnson. This offer is contingent upon successful background investigation. In addition, because you would be a Section 16 reporting individual, this offer requires approval of the Compensation Committee of the Board of Directors, which we will request promptly after you convey your acceptance. Your compensation package is composed of the following components:

Offer Component	Offer Amount	Currency	Frequency
Base Salary Hiring Bonus Stock Options Performance Shares	$750,000 $1,500,000 300,000 100,000	USD USD Options Shares	Annual Payable in 8 installments Standard Vesting See Vesting Below

Base Salary: In consideration of your services, you will be paid by Juniper Networks (also referred to as the “Company”) an annual base salary as mentioned above in “Offer components” of $750,000, which will be paid semi-monthly in the amount of $31,250, less applicable taxes, deductions and remittances, in accordance with the Company's normal payroll processing.

Hiring Bonus: In addition and subject to your commencing employment, you will be entitled to receive hiring bonuses totaling $1,500,000 in eight quarterly increments of $187,500, paid in arrears; except that the bonus for the first quarter will be paid to you in your first regular paycheck following your commencement of employment. Should you voluntarily terminate your employment or if or your employment is terminated by Juniper with Cause (as defined in the Severance Agreement referenced below), you will not receive any of the future unpaid increments.

Stock Options: A non-statutory option (the “Option”) to purchase 300,000 shares of Juniper Common Stock will be granted to you under the terms of the Company's 2006 Equity Incentive Plan and related forms (the “Plan”). The Option will have a term of seven (7) years from the date of grant (the “Grant Date”). Your right to exercise the Option will vest cumulatively over a period of four years so long as you remain an employee of the Company, with 12/48ths of the shares vesting on the one-year anniversary of the Grant Date and 1/48th vesting each month thereafter. This Option will be granted effective upon on the third Friday of the month occurring after your commencement of employment (for example, if you were to commence employment on September 12, the option would be granted on September 16. If you commenced employment on September 19, the option would be granted on October 21).

Performance Shares: At the same time as the Option is granted, you will be granted under the terms of the Plan a performance share award (the “Performance Shares”) with an aggregate target of 100,000 shares (as noted above under the Offer Component) of Juniper Networks Common Stock. Performance shares shall vest based on achievement of specific performance objectives and on continued employment through the Vesting Date (as defined below). The amount of performance shares earned (subject to vesting) shall be based on the achievement of annual performance targets established for each applicable year. With respect to each year's performance, you can earn between zero and 250% of the target amount for that year depending on the level of achievement against the target(s) established for that year. Your target amounts are 20,000 shares for 2011, 40,000 shares for 2012 and 40,000 shares for 2013. For 2011, the performance target is operating cash flow margin as modified by the Juniper Customer Satisfaction Index, all as approved by the Compensation Committee on February 9, 2011. For each of 2012 and 2013, the annual targets will be established by the Compensation Committee. If the Compensation Committee does not establish specific targets by May 1 of such year, the targets for that year will be deemed to be the annual revenue and operating margin target as set forth in the operating plan approved by the Board of Directors for that fiscal year.  The amount applicable to a performance year will vest on the date (the “Vesting Date”) that is the next occurring third Friday of the month following the date of approval by the Board or Compensation Committee of the performance calculation for that performance year provided you are still employed by

the Company on that Vesting Date (For example, the amount earned for the 2011 performance year is expected to vest on third Friday of February 2012 and the amount earned for the 2012 performance year is expected to vest on the third Friday of February 2013). Additional information about the Plan, company goals, and objectives will be available to you after the start of your employment.

Annual Cash Incentive Bonus:  You will be eligible to participate in Juniper Networks 2011 Executive Incentive Bonus Plan with an annualized bonus target of 150% of base salary, prorated for duration of your service to the Company in 2011.  Additional information about the plan, company goals, and objectives will be available to you after the start of your employment.  The plan and funding schedule is subject to change at any time during the plan year.

Annual Compensation Review: Your salary, annual cash incentive bonus and future additional equity awards (which could include stock options, performance shares or restricted stock units) will be considered annually at the same time as the Compensation Committee reviews Section 16 officer compensation generally (typically in February).

Relocation Assistance:  In conjunction with your relocation to the Sunnyvale area, Juniper Networks will reimburse costs for a house-hunting trip lasting no more than 5 days for you and your spouse. The Company will also provide one-way transportation for you and your spouse per the Company's Travel Policy, including 15 days of car rental and 60 days of temporary housing. Additional Company-paid long-term business housing in the Sunnyvale area will be provided for up to 4 additional months until you relocate. You are eligible to receive packing, shipment, insurance and storage for 60 days of eligible household goods, a taxable relocation allowance of US$62,500 and up to 3 days of Settling In Assistance (collectively, “Household Relocation Expenses”).

New Home Purchase assistance in the Sunnyvale area will be provided in the form of taxable reimbursement of reasonable and customary non-recurring closing costs up to 2% of the new loan amount and a taxable 3-2-1 thirty-six month mortgage interest buy down. When calculating the value of New Home Purchase assistance benefits, the maximum assumed mortgage value shall not exceed $3,000,000 (“New Home Purchase Assistance”). All arrangements must be made through Juniper's relocation service provider. 

Should your employment be terminated for Cause (as defined in your Severance Agreement) or should you voluntarily terminate your employment (other than for “Good Reason” as permitted under your Change in Control Agreement with Juniper) prior to completing three full years of service after the completion of your relocation, you will be responsible for pro-rated repayment of relocation expenses where the amount to be repaid is equal to the portion of the three full years of service to Juniper Networks that is not completed.  No repayment is required should your employment be terminated by Juniper without Cause. You may utilize the Household Relocation Expenses and New Home Purchase Assistance only once, but you may do so at any time during the first three years of your employment with the Company, at your discretion. Notwithstanding any language in the Juniper Domestic Relocation Policy (or any other policies to the contrary, all expense reimbursements must be submitted within 12 monthsof when incurred. The provisions of this relocation section of this offer letter shall on repayment of relocation expenses supersede and govern over any inconsistent or conflicting provisions (including but not limited to, provisions relating to repayment of relocation expenses) that may be contained in Juniper's Domestic Relocation Policy (attached hereto as Exhibit A) or any other applicable policies of Juniper. For more details, a copy of the relocation policy and to initiate the relocation process, please contact Juniper's relocation consultant at Juniper@cartus.com.

Severance and Change in Control. Contemporaneously with your commencement of employment, the Company will enter into a Severance Agreement (attached hereto as Exhibit B) with you, under which you will be eligible to receive certain severance benefits in the absence of a Change in Control. Also contemporaneously with your commencement of employment, the Company will enter into a Change in Control Agreement (attached hereto as Exhibit C) with you, to provide certain severance benefits to you in certain circumstances related to a Change in Control (as defined therein).

Benefits and Expenses: You will be entitled to receive the employee benefits made available to other employees and officers of the Company to the full extent of your eligibility. However, rather than the usual 15 days per year of paid time off (“PTO”), you will receive 25 days of PTO per year. In addition, your request to take your first week of PTO in late October has been approved. Juniper shall reimburse you for all reasonable business and travel expenses actually incurred or paid by you in the performance of your services on behalf of the Company, in accordance with the Company's expense reimbursement policy as from time to time in effect.

Proprietary Information Agreement: Upon commencement of your employment, you will sign the Company's standard employee Confidential Information and Invention Assignment Agreement.

Confidentiality: Until such time as the Company discloses the contents of this agreement in a filing with the Securities and

Exchange Commission, neither party shall disclose the contents of this agreement without first obtaining the prior written consent of the other party (except for the above-referenced filing by the Company), provided, however, that you may disclose this agreement to your attorneys, financial planners and tax advisors if you require such persons to keep the terms hereof confidential, or otherwise as required by law.

Arbitration: Any claim, dispute or controversy arising out of this Agreement, the interpretation, validity or enforcement of this Agreement or the alleged breach thereof shall be submitted by the parties to final, binding and confidential arbitration by the American Arbitration Association (“AAA”), in San Francisco, California, conducted before a single arbitrator under the then-applicable AAA rules. By agreeing to this arbitration procedure, you and the Company waive the right to resolve any such dispute, claim or demand through a trial by jury or judge or by administrative proceeding. You will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator's essential findings and conclusions on which the award is based. The Company shall pay all AAA arbitration fees, except the amount of such fees equivalent to the filing fee you would have paid if the claim had been litigated in court. Nothing in this offer letter is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any arbitration, including but not limited to any disputes or claims relating to or arising out of the misuse or appropriation of the Company's trade secrets or confidential and proprietary information. Judgment may be entered on the award of the arbitration in any court having jurisdiction.

Right to Work Documentation: For purposes of federal immigration law, you will be required to provide to Juniper Networks documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three business days of your date of hire with Juniper Networks, or our employment relationship with you may be terminated. A complete list of acceptable documents is provided with this offer. Please bring the appropriate documents on your first day of employment to insure legal employment.

This offer is contingent upon your obtaining the requisite immigration status and employment authorization. If you are a foreign national requiring work authorization to begin employment, you must contact the Company's Immigration Department at immigration@juniper.net to initiate the visa process. The Company will submit a petition on your behalf to obtain employment authorization, as well as file visa applications for your immediate dependent family members. The Company will pay the legal fees and costs related to these filings. Due to the number of work visas available each year is limited by the U.S. government, the Company reserves the right to withdraw or suspend this offer if the Company is not able to obtain work authorization for you in a reasonable period of time. Please note that if you currently have employment authorization such as practical, curricular or academic training (F-1 or J-1), you must contact the Company's Immigration Department before beginning employment.

At-Will Employment: If you choose to accept this offer, your employment with Juniper Networks will be voluntarily entered into and will be for no specified period. As a result, you will be free to resign at any time, for any reason or for no reason, as you deem appropriate. Juniper Networks will have a similar right and may conclude its employment relationship with you at any time, with or without cause.

Entire Agreement and Miscellaneous: This agreement, together with all exhibits and agreements incorporated by reference herein, forms your complete and exclusive agreement with the Company concerning the subject matter hereof. The terms in this agreement supersede any other representations or agreements made to you by any party, whether oral or written, and in the event of any conflict between the terms of this agreement and the Severance Agreement or Change in Control Agreement, this letter agreement shall govern. This agreement is to be governed by the laws of the state of California without reference to conflicts of law principles. In case any provision contained in this agreement shall, for any reason, be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this agreement, and such provision will be reformed, construed and enforced so as to render it valid and enforceable consistent with the general intent of the parties insofar as possible under applicable law. With respect to the enforcement of this agreement, no waiver of any right hereunder shall be effective unless it is in writing. This agreement may be executed in more than one counterpart, and signatures transmitted via facsimile shall be deemed equivalent to originals.

You may accept this offer by signing below and faxing a copy to our corporate Human Resources organization at (408) 936-3198. This offer will be valid through July 7, 2011 after, which we will consider this offer closed.

We are delighted to have you join us at Juniper Networks. Welcome Aboard!

Very truly yours,

Steven Rice

Executive Vice President, Human Resources

Juniper Networks Inc.

/s/ Steven Rice

I accept the terms of this letter and agree to keep the terms of this letter confidential.

/s/ Robert Mulgia	June 30, 2011
Signature - Robert Muglia	Date Signed

Start date: October 3, 2011

Exhibit B

JUNIPER NETWORKS, INC.

SEVERANCE AGREEMENT

This Severance Agreement (the “Agreement”) is made and entered into by and between ______________ (the “Employee”) and Juniper Networks, Inc., a Delaware Corporation (the “Company”), effective on the last date signed below.

RECITALS

The Compensation Committee believes that it is imperative to provide the Employee with certain severance benefits upon certain terminations of employment. These benefits will provide the Employee with enhanced financial security and incentive and encouragement to remain with the Company.

Certain capitalized terms used in the Agreement are defined below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.     Term of Agreement. This Agreement shall terminate upon the later of (i) January 1, 2015 or (ii) if Employee is terminated involuntarily by Company without Cause prior to January 1, 2015, the date that all of the obligations of the parties hereto with respect to this Agreement have been satisfied.

2.    At-Will Employment. The Company and the Employee acknowledge that the Employee's employment is and shall continue to be at-will, as defined under applicable law, except as may otherwise be specifically provided by applicable law or under the terms of any written formal employment agree-ment or offer letter between the Company and the Employee (an “Employment Agreement”). This Agreement does not constitute an agreement to employ Employee for any specific time.

3.    Severance Benefits.

(a)    In the event the Employee is terminated involuntarily by Company without Cause, as defined below, and provided the Employee executes and does not revoke a full release of claims with the Company (in the form attached as Exhibit A) (the “Release”), the Employee will be entitled to receive the severance benefits set out in subsections (i) and (ii). For purposes of this Agreement, “Cause” is defined as: (i) willfully engaging in gross misconduct that is demonstrably injurious to Company; (ii) willful act or acts of dishonesty or malfeasance undertaken by the individual; (iii) conviction of or a plea of nolo contendere to a felony; or (iv) willful and continued refusal or failure to substantially perform duties with Company (other than incapacity due to physical or mental illness); provided that the action or conduct described in clause (iv) above will constitute “Cause” only if such failure continues after the Company's CEO, COO or Board of Directors has provided the individual with a written demand for substantial performance setting forth in detail the specific respects in which it believes the individual has willfully and not substantially performed the individual's duties thereof and has been provided a reasonable opportunity (to be not less than 30 days) to cure the same.

(i)    A cash payment in a lump sum (less any withholding taxes) equal to 15 months of base salary (as in effect immediately prior to the termination).

(ii)    In lieu of continuation of benefits, Employee shall receive $18,000 (whether or not Employee elects COBRA).

(b)    Release Effectiveness. The receipt of any severance pursuant to Section 3(a) will be subject to Employee signing and not revoking the Release and further subject to the Release becoming effective within fifty-two (52) days following Employee's termination of employment.

(c)    Timing of Severance Payments. Any cash severance payment to which Employee is entitled shall be paid by the Company to Employee in a single lump sum in cash on the fifty-third (53^rd) day after Employee's termination of employment.

(d)    Change of Control Benefits. In the event the Employee receives severance and other benefits pursuant to a change in control agreement that are greater than or equal to the amounts payable hereunder, then the Employee

shall not be entitled to receive severance or any other benefits under this Agreement.

(e)    Section 409A.

(i)    Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Employee's termination (other than due to death) or resignation, then the severance payable to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) that are payable within the first six (6) months following Employee's termination of employment, will become payable on or within ten days following the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee's termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six (6) month anniversary of his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

(ii)    Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above.

(iii)    Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee's annualized compensation based upon the annual rate of pay paid to Employee during the Employee's taxable year preceding the Employee's taxable year of Employee's termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee's employment is terminated.

(iv)    The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

4.    Successors.

(a)    The Company's Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this Section 4(a) or which becomes bound by the terms of this Agreement by operation of law. The term “Company” shall also include any direct or indirect that is majority owned by Juniper Networks, Inc.

(b)    The Employee's Successors. The terms of this Agreement and all rights of the Employee hereunder shall inure to the benefit of, and be enforceable by, the Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

5.    Notice. All notices and other communications required or permitted here-under shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if

delivered by hand, (c) one (1) business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (d) one (1) business day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by first class mail, postage prepaid, and shall be addressed (i) if to Employee, at his or her last known residential address and (ii) if to the Company, at the address of its principal corporate offices (attention: Secretary), or in any such case at such other address as a party may designate by ten (10) days' advance written notice to the other party pursuant to the provisions above.

6.    Miscellaneous Provisions.

(a)No Duty to Mitigate. The Employee shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings that the Employee may receive from any other source.

(b)Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c)Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

(d)Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof.

(e)Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California. The Superior Court of Santa Clara County and/or the United States District Court for the Northern District of California shall have exclusive jurisdiction and venue over all controversies in connection with this Agreement.

(f)Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(g)Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

(h)Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

COMPANY    JUNIPER NETWORKS, INC.

By:                            

Name:     ____________________________________

Title:                            

Date: ___________________________________

EMPLOYEE                                

Name:     

Date: ___________________________________

EXHIBIT A

JUNIPER NETWORKS, INC.

RELEASE OF CLAIMS

This Release of Claims (“Agreement”) is made by and between Juniper Networks, Inc. (the “Company”) and __________________ (“Employee”).

WHEREAS, Employee has agreed to enter into a release of claims in favor of the Company upon certain events specified in the Severence Agreement by and between Company and Employee (the “Severence Agreement”).

NOW THEREFORE, in consideration of the mutual promises made in this Agreement, the parties hereby agree as follows:

1.     Termination. Employee's employment from the Company terminated on ________________ (the “Termination Date”).

2.    Confidential Information. Employee shall continue to maintain the confidentiality of all confidential and proprietary information of the Company. Employee shall return all the Company property and confidential and proprietary information in Employee's possession to the Company on the Effective Date of this Agreement.

3.    Payment of Salary. Employee acknowledges and represents that the Company has paid all salary, wages, bonuses, accrued vacation, commissions and any and all other benefits due to Employee.

4.    Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company. Employee, on behalf of Employee, and Employee's respective heirs, family members, executors and assigns, hereby fully and forever releases the Company and its past, present and future officers, agents, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, parents, predecessor and successor corpora-tions, and assigns, from, and agrees not to sue or otherwise institute or cause to be instituted any legal or administrative proceedings concerning any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation,

(a)any and all claims relating to or arising from Employee's employment relationship with the Company and the termination of that relationship;

(b)any and all claims relating to, or arising from, Employee's right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

(c)any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and

implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospec-tive economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;

(d)any and all claims for violation of any federal, state or municipal stat-ute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967,the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, and Labor Code section 201, et seq. and section 970, et seq. and all amendments to each such Act as well as the regulations issued under each such Act;

(e)any and all claims for violation of the federal, or any state, constitution;

(f)any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and

(g)any and all claims for attorneys' fees and costs.

Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any severance obligations due Employee under the Severence Agreement. Nothing in this Agreement waives Employee's rights to indemnification or any payments under any fiduciary insurance policy, if any, provided by any act or agreement of the Company, state or federal law or policy of insurance.

5.    Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges that Employee is waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. Employee and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Employee acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that Employee has been advised by this writing that (a) Employee should consult with an attorney prior to executing this Agreement; (b) Employee has at least twenty-one (21) days within which to consider this Agreement; (c) Employee has seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; (d) this Agreement shall not be effective until the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Any revocation should be in writing and delivered to the Vice-President of Human Resources at the Company by close of business on the seventh day from the date that Employee signs this Agreement.

6.    Civil Code Section 1542. Employee represents that Employee is not aware of any claims against the Company other than the claims that are released by this Agreement. Employee acknowledges that Employee has been advised by legal counsel and is familiar with the provisions of California Civil Code 1542, below, which provides as follows:

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

Employee, being aware of said code section, agrees to expressly waive any rights Employee may have under such code section, as well as under any statute or common law principles of similar effect.

7.    No Pending or Future Lawsuits. Employee represents that Employee has no lawsuits, claims, or actions pending in Employee's name, or on behalf of any other person or entity, against the Company or any other person or entity referred to in this Agreement. Employee represents that Employee will not bring any lawsuits, claims, or actions against the Company (or any other party subject to Employee's release herein) with respect to any claim released in this Agreement.

8.    Application for Employment. Employee understands and agrees that, as a condition of this Agreement, Employee shall not be entitled to any employment with the Company, its subsidiaries, or any successor, and Employee hereby waives any right, or alleged right, of employment or re-employment with the Company.

9.    No Cooperation. Employee agrees that Employee will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and/or any officer, director, employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena or other court order to do so.

10.    No Admission of Liability. Employee understands and acknowledges that this Agreement constitutes a compromise and settlement of disputed claims. No action taken by the Company, either previously or in connection with this Agreement shall be deemed or construed to be (a) an admission of the truth or falsity of any claims heretofore made or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to the Employee or to any third party.

11.    Costs. The parties shall each bear their own costs, expert fees, attorneys' fees and other fees incurred in connection with this Agreement.

12.    Authority. Employee represents and warrants that Employee has the capacity to act on Employee's own behalf and on behalf of all who might claim through Employee to bind them to the terms and conditions of this Agreement.

13.    No Representations. Employee represents that Employee has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Neither party has relied upon any representations or statements made by the other party which are not specifically set forth in this Agreement.

14.    Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

15.    Entire Agreement. This Agreement, along with the Employee's written equity compensation agreements with the Company, represents the entire agreement and understanding between the Company and Employee concern-ing Employee's separation from the Company.

16.    No Oral Modification. This Agreement may only be amended in writing signed by Employee and the Chairman of the Board of Directors of the Company.

17.    Governing Law. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of California.

18.    Effective Date. This Agreement is effective eight (8) days after it has been signed by both parties.

19.    Counterparts. This Agreement may be executed in counter-parts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

20.    Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the parties to this Agreement, with the full intent of releasing all claims. The parties acknowledge that:

(a)    They have read this Agreement;

(b)    They have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel;

(c)    They understand the terms and consequences of this Agreement and of the releases it contains;

(d)    They are fully aware of the legal and binding effect of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the respective dates set forth below.

Dated: , 20__                Juniper Networks, Inc.

Dated: , 20__By _________________, an individual

Exhibit C

JUNIPER NETWORKS, INC.

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement (the “Agreement”) is made and entered into by and between Robert Muglia (the “Employee”) and Juniper Networks, Inc., a Delaware Corporation (the “Company”), effective on the last date signed below.

RECITALS

1.It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein) of the Company.

2.The Board believes that it is in the best interests of the Company and its stockholders to provide the Employee with an incentive to continue his or her employment and to motivate the Employee to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

3.The Board believes that it is imperative to provide the Employee with certain severance benefits upon certain terminations of employment following a Change of Control. These benefits will provide the Employee with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change of Control.

4.Certain capitalized terms used in the Agreement are defined in Section 6 below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.    Term of Agreement. This Agreement shall terminate upon the later of (i) January 1, 2015 or (ii) if a Change of Control has occurred on or before January 1, 2015 (or if a definitive agreement relating to a Change in Control has been signed by the Company on or before January 1, 2015 and the closing of that transaction occurs on or before March 31, 2015), the date that all of the obligations of the parties hereto with respect to this Agreement have been satisfied.

2.    At-Will Employment. The Company and the Employee acknowledge that the Employee's employment is and shall continue to be at-will, as defined under applicable law, except as may otherwise be specifically provided under the terms of any written formal employment agree-ment or offer letter between the Company and the Employee (an “Employment Agreement”). If the Employee's employment terminates for any reason, including (without limitation) any termination prior to a Change of Control, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement or under his or her Employment Agreement, or as may otherwise be available in accordance with the Company's established employee plans.

3.    Severance Benefits.

(a)Involuntary Termination Other than for Cause or Voluntary Termination for Good Reason Following a Change of Control Period. If (i) between the date that is four (4) months following a Change of Control and the date that is twelve (12) months following a Change of Control the Employee terminates his or her employment with the Company (or any parent or subsidiary of the Company) for “Good Reason” (as defined herein), provided however, that the grounds for Good Reason may arise at anytime within the twelve (12) months following the Change of Control, or (ii) within twelve (12) months following a Change of Control the Company (or any parent or subsidiary of the Company) terminates the Employee's employment for other than “Cause” (as defined herein), and the Employee signs and does not revoke a release of claims with the Company, in substantially the form attached hereto as Exhibit A, but which may be updated to reflect changes in law and regulations (the “Release”), then the Employee shall receive the following severance from the Company:

(i)Severance Payment. The Employee shall be entitled to receive a lump-sum severance payment (less applicable withholding taxes) equal to 100% of the Employee's annual base salary (as in effect immediately prior to (A) the Change of Control, or (B) the Employee's termination, whichever is greater) plus 100% of the Employee's target bonus for the fiscal year in which the Change of Control or the Employee's termination occurs, whichever is greater).

(ii)Equity Compensation Acceleration. One hundred percent (100%) of Employee's then unvested outstanding stock options, stock appreciation rights, performance shares, restricted stock units and other Company equity compensation awards (the “Equity Compensation Awards”) that vest based on time (such as an option that vests 25% on the first anniversary of grant and 1/48^th monthly thereafter) shall immediately vest and became exercisable (and any rights of repurchase by the Company or restriction on sale shall lapse). With respect to Equity Compensation Awards that vest wholly or in part based on factors other than time, such as performance (whether individual or based on external measures such as Company performance, market share, stock price, etc.), (i) any portion for which the measurement or performance period or performance measures have been completed and the resulting quantities have been determined or calculated, shall immediately vest and become exercisable (and any rights of repurchase by the Company or restriction on sale shall lapse) and (ii) the remaining portions shall immediately vest and become exercisable (and any rights of repurchase by the Company or restriction on sale shall lapse) in an amount equal to the number that would be calculated if the performance measures were achieved at the target level (for example, if the employee were granted 300 three-year performance shares, where (a) the amount that can be earned is determined each year based on performance against annual performance targets but the entire amount vests at the end of the three years based upon continued service, and (b) at target performance levels the employee could earn 1/3 of the amount each year and (c) the first year had been completed and the performance resulted in a calculation that 85 shares were earned and (d) the employee is terminated prior to the completion of year 2, then the amount that would vest and become immediately exercisable would be 285 shares -- representing the 85 shares calculated for year 1 and the target amount of 100 shares for each of year 2 and year 3); provided however, that if there is no “target” number, then the number that vest shall be 100% of the amounts that could vest with respect to that measurement period. Any Company stock options and stock appreciation rights shall thereafter remain exercisable following the Employee's employment termination for the period prescribed in the respective option and stock appreciation right agreements.

(iii)Continued Employee Benefits Payment. In lieu of continuation of benefits, Employee shall receive $36,000 (whether or not Employee elects COBRA).

(b)Timing of Severance Payments.

(i)Payment Timing. One half of the severance payment to which Employee is entitled shall be paid by the Company to Employee in cash on the 53rd calendar day after Employee's termination of employment, subject to any delay required to avoid additional taxation under Internal Revenue Code Section 409A and the final regulations and any guidance promulgated thereunder (“Section 409A”). The other half of the severance payment to which Employee is entitled shall be paid by the Company to Employee in cash on the first payroll date that is on or after six months and one day following Employee's termination of employment. If the Employee should die before all amounts have been paid, such unpaid amounts shall be paid in a lump-sum payment (less any withholding taxes) to the Employee's designated beneficiary, if living, or otherwise to the personal representative of the Employee's estate.

(ii)Release Effectiveness. The receipt of any severance pursuant to Section 3(a) will be subject to Employee signing and not revoking the Release and further subject to the Release becoming effective within fifty-two (52) days following Employee's termination of employment.

(c)Voluntary Resignation; Termination for Cause. If the Employee's employ-ment with the Company terminates (i) voluntarily by the Employee other than for Good Reason, or (ii) for Cause by the Company, then the Employee shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company's then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

(d)Termination Outside of Change of Control Period. In the event the Employee's employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, or if the Employee terminates for Good Reason within four months after a Change in Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company's existing written severance and benefits plans and practices or pursuant to other written agreements with the Company.

(e)Section 409A.

(i)Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee's termination (other than due to death) or resignation,

then the severance payable to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) that are payable within the first six (6) months following Employee's termination of employment, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee's termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six (6) month anniversary of his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

(ii)Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above.

(iii)Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee's annualized compensation based upon the annual rate of pay paid to Employee during the Employee's taxable year preceding the Employee's taxable year of Employee's termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee's employment is terminated.

(iv)The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

4.    Conditional Nature of Severance Payments and Benefits.

(a)    Noncompete. Employee acknowledges that the nature of the Company's business is such that if Employee were to become employed by, or substantially involved in, the business of a competitor of the Company during the twelve (12) months following the termination of Employee's employment with the Company, it would be very difficult for Employee not to rely on or use the Company's trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company's trade secrets and confidential information, Employee agrees and acknowledges that Employee's right to receive the severance benefits set forth in Section 3(a) (to the extent Employee is otherwise entitled to such payments) shall be conditioned upon Employee not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interested in or participating in the financing, operation, management or control of, any person, firm, corporation or business in Competition (as defined herein) with Company. Notwithstanding the foregoing, Employee may, without violating this Section 4, own, as a passive investment, shares of capital stock of a corporation or other entity that engages in Competition where the number of shares of such corporation's capital stock that are owned by Employee represent less than three percent of the total number of shares of such entity's capital stock outstanding.

(b)    Non-Solicitation. Until the date twelve (12) months after the termination of Employee's employment with the Company for any reason, Employee agrees and acknowledges that Employee's right to receive the severance payments set forth in Section 3(a) (to the extent Employee is otherwise entitled to such payments) shall be conditioned upon Employee neither directly nor indirectly soliciting, inducing, recruiting or encouraging an employee to leave his or her employment either for Employee or for any other entity or person with which or whom Employee has a business relationship.

(c)    Understanding of Covenants. Employee represents that he (i) is familiar with the foregoing covenants not to compete and not to solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants.

(d)    Remedy for Breach. Upon any breach of this section by Employee, all severance payments and benefits pursuant to this Agreement shall immediately cease and any stock options or stock appreciation rights then held by Employee shall immediately terminate and be without further force and effect, and Employee shall return all of the consideration paid by

the Company under this Section 3 and remit any shares subject to Equity Compensation Awards or shares purchased under stock options or stock appreciation rights to the extent that such Equity Compensation Awards, stock options or stock appreciation rights had their vesting accelerated under Section 3 above (or the profits from the sale of such shares if they are or have been sold).

5.    Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to Employee (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such benefits shall be either be:

(i)    delivered in full, or

(ii)    delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 5 will be made in writing by a national “Big Four” accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; and (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced.

6.    Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

(a)    Cause. “Cause” shall mean:

(i)    an act of personal dishonesty taken by the Employee in connection with his responsibilities as an employee and intended to result in substantial personal enrichment of the Employee; or

(ii)    Employee being convicted of, or pleading nolocontendere to a felony; or

(iii)    a willful act by the Employee which constitutes gross misconduct and which is injurious to the Company; or

(iv)    following delivery to the Employee of a written demand for performance from the Company which describes the basis for the Company's reasonable belief that the Employee has not substantially performed his duties, continued violations by the Employee of the Employee's obligations to the Company which are demonstrably willful and deliberate on the Employee's part.

(b)    Change of Control. “Change of Control” means the occurrence of any of the following events:

(i)    A change in the ownership of the Companywhich occurs on the date that any one person, or more than one person acting as a group, (“Person”) acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection (i), the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control; or

(ii)    A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed

by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to effectively control the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii)    A change in the ownership of a substantial portion of the Company's assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company's stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this Section 6(b), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction shall not be deemed a Change in Control unless the transaction qualifies as a change in the ownership of the Company, change in the effective control of the Company or a change in the ownership of a substantial portion of the Company's assets, each within the meaning of Section 409A.

(c)    Competition. means the development, marketing or sale of networking equipment or network security software or products in the United States. For the avoidance of doubt, Competition includes, but is not limited to, Cisco Systems, Huawei, Alcatel-Lucent, Check Point Software, Palo Alto Networks, Fortinet, Aruba, Hewlett-Packard, and Brocade Communications Systems, Inc.

(d)    Disability. “Disability” shall mean that the Employee has been unable to perform his or her Company duties as the result of his incapacity due to physical or mental illness, and such inability, at least twenty-six (26) weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee's legal representative (such agreement as to acceptability not to be unreasonably withheld). Termination resulting from Disability may only be effected after at least thirty (30) days' written notice by the Company of its intention to terminate the Employee's employment. In the event that the Employee resumes the performance of substantially all of his or her duties hereunder before the termination of his or her employment becomes effective, the notice of intent to terminate shall automatically be deemed to have been revoked.

(e)    Good Reason. “Good Reason” means Employee's termination of employment following the expiration of any cure period (discussed below) following the occurrence, without Employee's express written consent, of one or more of the following:

(i)    a material reduction of the Employee's duties, title, authority or responsibilities, relative to the Employee's duties, title, authority or responsibilities as in effect immediately prior to such reduction; provided,however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains the Chief Financial Officer of the subsidiary or business unit substantially containing the Company's business following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason”; or

(ii)    a substantial reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; or

(iii)    a reduction by the Company in the base compensation or total target cash compensation of the Employee as in effect immediately prior to such reduction; or

(iv)    a material reduction by the Company in the kind or level of benefits to which the Employee was entitled immediately prior to such reduction with the result that such Employee's overall benefits package is significantly reduced; or

(v)    the relocation of the Employee to a facility or a location more than forty (40) miles from such Employee's then present location.

Employee will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Employee believes constitutes “Good Reason” specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice.

7.    Successors.

(a)    The Company's Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of this Agreement by operation of law.

(b)    The Employee's Successors. The terms of this Agreement and all rights of the Employee hereunder shall inure to the benefit of, and be enforceable by, the Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8.    Notice.

(a)    General. All notices and other communications required or permitted here-under shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one (1) business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (d) one (1) business day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by first class mail, postage prepaid, and shall be addressed (i) if to Employee, at his or her last known residential address and (ii) if to the Company, at the address of its principal corporate offices (attention: Secretary), or in any such case at such other address as a party may designate by ten (10) days' advance written notice to the other party pursuant to the provisions above.

(b)    Notice of Termination. Any termination by the Company for Cause or by the Employee for Good Reason or Disability or as a result of a voluntary resignation shall be communi-cated by a notice of termination to the other party hereto given in accordance with Section 8(a) of this Agreement. Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the termination date (which shall be not more than thirty (30) days after the giving of such notice). The failure by the Employee to include in the notice any fact or circumstance which contributes to a showing of Good Reason or Disability shall not waive any right of the Employee hereunder or preclude the Employee from asserting such fact or circumstance in enforcing his or her rights hereunder.

9.    Miscellaneous Provisions.

(a)    No Duty to Mitigate. The Employee shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings that the Employee may receive from any other source.

(b)    Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c)    Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

(d)    Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes

in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof.

(e)    Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California. The Superior Court of Santa Clara County and/or the United States District Court for the Northern District of California shall have exclusive jurisdiction and venue over all controversies in connection with this Agreement.

(f)    Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(g)    Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

(h)    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

COMPANYJUNIPER NETWORKS, INC.

By:

Name: ____________________________________

Title:

Date: _____________________________________

EMPLOYEE

Name: Robert Muglia

Date: _____________________________________

EXHIBIT A

JUNIPER NETWORKS, INC.

RELEASE OF CLAIMS

This Release of Claims (“Agreement”) is made by and between Juniper Networks, Inc. (the “Company”) and __________________ (“Employee”).

WHEREAS, Employee has agreed to enter into a release of claims in favor of the Company upon certain events specified in the change of control agreement by and between Company and Employee (the “Change of Control Agreement”).

NOW THEREFORE, in consideration of the mutual promises made in this Agreement, the parties hereby agree as follows:

1.    Termination. Employee's employment from the Company terminated on ________________ (the “Termination Date”).

2.    Confidential Information. Employee shall continue to maintain the confidentiality of all confidential and proprietary information of the Company. Employee shall return all the Company property and confidential and proprietary information in Employee's possession to the Company on the Effective Date of this Agreement.

3.    Payment of Salary. Employee acknowledges and represents that the Company has paid all salary, wages, bonuses, accrued vacation, commissions and any and all other benefits due to Employee.

4.    Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company. Employee, on behalf of Employee, and Employee's respective heirs, family members, executors and assigns, hereby fully and forever releases the Company and its past, present and future officers, agents, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, parents, predecessor and successor corpora-tions, and assigns, from, and agrees not to sue or otherwise institute or cause to be instituted any legal or administrative proceedings concerning any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation,

(a)any and all claims relating to or arising from Employee's employment relationship with the Company and the termination of that relationship;

(b)any and all claims relating to, or arising from, Employee's right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

(c)any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospec-tive economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;

(d)any and all claims for violation of any federal, state or municipal stat-ute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967,

the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, and Labor Code section 201, et seq. and section 970, et seq. and all amendments to each such Act as well as the regulations issued under each such Act;

(e)any and all claims for violation of the federal, or any state, constitution;

(f)any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and

(g)any and all claims for attorneys' fees and costs.

Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any severance obligations due Employee under the Change of Control Agreement. Nothing in this Agreement waives Employee's rights to indemnification or any payments under any fiduciary insurance policy, if any, provided by any act or agreement of the Company, state or federal law or policy of insurance.

5.    Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges that Employee is waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. Employee and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Employee acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that Employee has been advised by this writing that (a) Employee should consult with an attorney prior to executing this Agreement; (b) Employee has at least twenty-one (21) days within which to consider this Agreement; (c) Employee has seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; (d) this Agreement shall not be effective until the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Any revocation should be in writing and delivered to the Vice-President of Human Resources at the Company by close of business on the seventh day from the date that Employee signs this Agreement.

6.    Civil Code Section 1542. Employee represents that Employee is not aware of any claims against the Company other than the claims that are released by this Agreement. Employee acknowledges that Employee has been advised by legal counsel and is familiar with the provisions of California Civil Code 1542, below, which provides as follows:

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

Employee, being aware of said code section, agrees to expressly waive any rights Employee may have under such code section, as well as under any statute or common law principles of similar effect.

7.    No Pending or Future Lawsuits. Employee represents that Employee has no lawsuits, claims, or actions pending in Employee's name, or on behalf of any other person or entity, against the Company or any other person or entity referred to in this Agreement. Employee represents that Employee will not bring any lawsuits, claims, or actions against the Company (or any other party subject to Employee's release herein) with respect to any claim released in this Agreement.

8.    Application for Employment. Employee understands and agrees that, as a condition of this Agreement, Employee shall not be entitled to any employment with the Company, its subsidiaries, or any successor, and Employee hereby waives any right, or alleged right, of employment or re-employment with the Company.

9.    No Cooperation. Employee agrees that Employee will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and/or any officer, director, employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena or other court order to do so.

10.    No Admission of Liability. Employee understands and acknowledges that this Agreement constitutes a compromise and settlement of disputed claims. No action taken by the Company, either previously or in connection with this

Agreement shall be deemed or construed to be (a) an admission of the truth or falsity of any claims heretofore made or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to the Employee or to any third party.

11.    Costs. The parties shall each bear their own costs, expert fees, attorneys' fees and other fees incurred in connection with this Agreement.

12.    Authority. Employee represents and warrants that Employee has the capacity to act on Employee's own behalf and on behalf of all who might claim through Employee to bind them to the terms and conditions of this Agreement.

13.    No Representations. Employee represents that Employee has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Neither party has relied upon any representations or statements made by the other party which are not specifically set forth in this Agreement.

14.    Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

15.    Entire Agreement. This Agreement, along with the Employee's written equity compensation agreements with the Company, represents the entire agreement and understanding between the Company and Employee concern-ing Employee's separation from the Company.

16.    No Oral Modification. This Agreement may only be amended in writing signed by Employee and the Chairman of the Board of Directors of the Company.

17.    Governing Law. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of California.

18.    Effective Date. This Agreement is effective eight (8) days after it has been signed by both parties.

19.    Counterparts. This Agreement may be executed in counter-parts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

20.    Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the parties to this Agreement, with the full intent of releasing all claims. The parties acknowledge that:

(a)    They have read this Agreement;

(b)    They have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel;

(c)    They understand the terms and consequences of this Agreement and of the releases it contains;

(d)    They are fully aware of the legal and binding effect of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the respective dates set forth below.

Juniper Networks, Inc.

Dated: , 20__By

Robert Muglia, an individual

Dated: , 20__

Exhibit D

JUNIPER NETWORKS, INC.

CONFIDENTIAL INFORMATION AND

INVENTION ASSIGNMENT AGREEMENT

As a condition of my employment with Juniper Networks, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree with the Company to the following:

1. Confidential Information.

(a)Company Information. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of an Officer of the Company, any Confidential Information of the Company. I understand that "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom I called during the term of my employment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing or finances disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. I further understand that Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved or such items that are known previous to my employment and are set forth in Exhibit A.

(b)Former Employer Information. I agree that I will not, during my employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity , or otherwise use Company property to access such information, unless consented to in writing by such employer, person or entity.

(c) Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company's agreement with such third party.

2. Inventions.

(a)Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as "Prior Inventions"), which belong to me, which relate to the Company's proposed business, products or research and development, and which are not assigned to the Company hereunder, or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of any employment with the Company, I incorporate into a Company product, process or machine a Prior Invention or any other Invention owned by me or

in which I have, an ownership interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell and offer for sale such Prior Invention as part of or in connection with such product, process or machine, which shall be in written form and agreed to by both parties.

(b)Assignment of Inventions. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the employ of the Company (collectively referred to as "Inventions"), except as provided in Section 3(f) below. I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any invention developed by me solely or jointly with others is within the Company's sole discretion and for the Company's sole benefit and that no royalty will be due to me as a result of the Company's efforts to commercialize or market any such invention.

(c)Inventions Assigned to the United States. I agree to assign to the United States Government all my right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.

(d)Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

(e)Patent and Copyright Registrations. I agree to assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the review and execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.

(f)Exception to Assignments. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached hereto as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and not otherwise disclosed on Exhibit A.

3.Returning Company Property. I agree that, at the time of leaving the employ of the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices (including, but not limited to, laptops, PDAs and cell phones), records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, any files containing Confidential Information or reproductions of any aforementioned items developed by me pursuant to my employment with the Company or otherwise belonging to the Company, its successors or assigns. In addition, I agree to permanently delete any and all Confidential Information electronically stored on any and all devices owned by me, or within my control, prior to the time I end my Company employment. In the event my employment ends I agree to sign and deliver the "Termination Certification" attached hereto as Exhibit C or a document containing similar provisions, then in use by the Company.

4.Notification of New Employer. In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

5.Representations. I agree to verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith.

6.Solicitation of Employees. I agree that for a period of twelve (12) months immediately following the termination of my relationship with the Company for any reason, whether with or without cause, I shall not, either directly or indirectly, solicit, induce, recruit (including, but not limited to, participating in interviews) or encourage any of the Company's employees to leave their employment, or attempt to solicit, induce, or recruit employees of the Company, either for myself or for any other person or entity.

7.At-Will Employment. I understand and acknowledge that my employment with the Company is for an unspecified duration and constitutes "at-will" employment. I also understand that any representation to the contrary is unauthorized and not valid unless obtained in writing and signed by the CEO, the Executive Vice President of Human Resources or the General Counsel. I acknowledge that this employment relationship may be terminated at any time, with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice.

8. General Provisions.

(a)Governing Law, Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of California. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in California for any lawsuit filed there against me by the Company arising from or relating to this Agreement.

(b)Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

(c)Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

(d)Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

Date:Signature

Name of Employee

Juniper Networks, Inc.

By:

Exhibit A

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

TitleDateIdentifying Number or Brief Description

Attach additional sheets, if necessary

Exhibit B

CALIFORNIA LABOR CODE SECTION 2870

INVENTION ON OWN TIME - EXEMPTION FROM AGREEMENT

"(a)     Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1)Relate at the time of conception or reduction to practice of the invention to the employees business, or actual or demonstrably anticipated research or development of the employer; or

(2)Result from any work performed by the employee for the employer.

(b)To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable."

Exhibit C

JUNIPER NETWORKS, INC.

TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, any files containing Confidential Information, or reproductions of any aforementioned items belonging to Juniper Networks, Inc., its subsidiaries, affiliates, successors or assigns (together, the "Company"). I have not used (or caused others to use) software or hardware (other than as directed and provided by the Company) to wipe, erase or otherwise render unrecoverable data from any storage devices, electronic memory, computers or other electronic devices belonging to the Company or used for Company business. Similarly, I have not wiped, erased or otherwise rendered unrecoverable data for the purpose of eliminating evidence of wrongdoing or misconduct. I understand that the fact that copies of such data may exist elsewhere does not constitute an exception or an excuse to my obligations.

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

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

I further agree that for twelve (12) months from this date, I will not, directly or indirectly, solicit, induce, recruit or encourage any of the Company's employees to leave their employment, either for myself or for any other person or entity.

Date:

Employee's Signature:

Type/Print Employee's Name:

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Kevin R. Johnson, certify that:

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

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

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

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

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date: November 4, 2011

/s/ Kevin R. Johnson

Kevin R. Johnson

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Robyn M. Denholm, certify that:

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

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

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

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

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date: November 4, 2011

/s/ Robyn M. Denholm

Robyn M. Denholm

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350 As Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Kevin R. Johnson, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Juniper Networks, Inc. on Form 10-Q for the three months ended September 30, 2011, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Juniper Networks, Inc.

/s/ Kevin R. Johnson

Kevin R. Johnson

Chief Executive Officer

November 4, 2011

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350 As Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Robyn M. Denholm, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Juniper Networks, Inc. on Form 10-Q for the three months ended September 30, 2011, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Juniper Networks, Inc.

/s/ Robyn M. Denholm

Robyn M. Denholm

Executive Vice President and Chief Financial Officer

November 4, 2011

XML

Goodwill and Purchased Intangible Assets, Finite Lived Intangible Assets by Class (Details) (USD $)	3 Months Ended				9 Months Ended
	Sep. 30, 2011		Sep. 30, 2010		Sep. 30, 2011		Sep. 30, 2010		Dec. 31, 2010
Purchased Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 585,900,000				$ 585,900,000				$ 557,500,000
Finite-lived intangible assets, accumulated amortization	(463,800,000)				(463,800,000)				(443,600,000)
Finite-lived intangible assets, net	122,100,000				122,100,000				113,900,000
Indefinite-lived Intangible Assets	7,900,000				7,900,000				7,900,000
Indefinite-Lived Intangible Assets (Excluding Goodwill)	7,900,000				7,900,000				7,900,000
Intangible Assets Gross Excluding Goodwill	593,800,000				593,800,000				565,400,000
Purchased Intangible Assets, Accumulated Amortization	(463,800,000)				(463,800,000)				(443,600,000)
Purchased intangible assets, net	130,034,000				130,034,000				121,803,000
Amortization of purchased intangible assets	6,700,000	[1]	2,400,000	[1]	20,200,000	[1]	5,000,000	[1]
Impairment of finite-lived intangible assets	0		0		0		0
Total Finite and Indefinite-lived Intangible Assets, Acquired During the Period	0		26,600,000		28,400,000		38,800,000
Technologies and Patents [Member]
Purchased Intangible Assets [Line Items]
Finite-lived intangible assets, gross	494,400,000				494,400,000				471,100,000
Finite-lived intangible assets, accumulated amortization	(398,300,000)				(398,300,000)				(381,400,000)
Finite-lived intangible assets, net	96,100,000				96,100,000				89,700,000
Other Intangible Assets [Member]
Purchased Intangible Assets [Line Items]
Finite-lived intangible assets, gross	91,500,000				91,500,000				86,400,000
Finite-lived intangible assets, accumulated amortization	(65,500,000)				(65,500,000)				(62,200,000)
Finite-lived intangible assets, net	$ 26,000,000				$ 26,000,000				$ 24,200,000

[1] Amount includes amortization expense of purchased intangible assets in operating expenses and in cost of revenues.

XML

Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 2,722,449	$ 1,811,887
Short-term investments	632,396	474,514
Accounts receivable, net of allowances	444,000	596,622
Deferred tax assets, net	167,549	161,535
Prepaid expenses and other current assets	165,196	169,812
Total current assets	4,131,590	3,214,370
Property and equipment, net	576,415	493,881
Long-term investments	775,457	535,178
Restricted cash and investments	90,546	119,346
Purchased intangible assets, net	130,034	121,803
Goodwill	3,928,525	3,927,807
Other long-term assets	74,525	55,466
Total assets	9,707,092	8,467,851
Current liabilities:
Accounts payable	262,594	292,270
Accrued compensation	192,621	256,746
Accrued warranty	38,946	35,931
Deferred revenue	668,824	660,264
Income taxes payable	36,742	25,000
Other accrued liabilities	166,953	201,765
Total current liabilities	1,366,680	1,471,976
Long-term debt	998,997	0
Long-term deferred revenue	216,968	224,165
Long-term income taxes payable	111,642	103,823
Other long-term liabilities	74,621	59,087
Commitments and Contingencies
Juniper Networks stockholders' equity:
Convertible preferred stock, $0.00001 par value; 10,000 shares authorized; none issued and outstanding	0	0
Common stock, $0.00001 par value; 1,000,000 shares authorized; 525,726 shares and 525,378 shares issued and outstanding at September 30, 2011, and December 31, 2010, respectively	5	5
Additional paid-in capital	10,011,736	9,717,783
Accumulated other comprehensive loss	(5,468)	(1,251)
Accumulated deficit	(3,068,565)	(3,108,337)
Total Juniper Networks stockholders' equity	6,937,708	6,608,200
Noncontrolling interest	476	600
Total equity	6,938,184	6,608,800
Total liabilities and equity	$ 9,707,092	$ 8,467,851

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Condensed Consolidated Balance Sheets Parentheticals (Unaudited) (USD $) In Thousands, except Per Share data	Sep. 30, 2011	Dec. 31, 2010
Convertible preferred stock, par value	$ 0.00001	$ 0.00001
Convertible preferred stock, shares authorized	10,000	10,000
Convertible preferred stock, shares issued	0	0
Convertible preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	1,000,000	1,000,000
Common stock, shares issued	525,726	525,378
Common stock, shares outstanding	525,726	525,378

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Segments, Major Customers (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2011 Sales Revenue, Segment [Member] Customer Concentration Risk [Member] Customer	Sep. 30, 2010 Sales Revenue, Segment [Member] Customer Concentration Risk [Member] Customer	Sep. 30, 2011 Sales Revenue, Segment [Member] Customer Concentration Risk [Member] Customer	Sep. 30, 2010 Sales Revenue, Segment [Member] Customer Concentration Risk [Member] Customer	Sep. 30, 2011 UNITED STATES Property, Plant, and Equipment [Member] Geographic Concentration Risk [Member]	Dec. 31, 2010 UNITED STATES Property, Plant, and Equipment [Member] Geographic Concentration Risk [Member]
Concentration Risk [Line Items]
Number of Customers Accounting for Ten Percent or More of Net Revenues	0	0	0	1
Concentration Risk Percentage (Duration)				10.00%
Concentration Risk, Percentage					80.00%	80.00%

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Other Financial Information, Deferred Revenue (Details) (USD $)	Sep. 30, 2011	Dec. 31, 2010
Deferred Product Revenue [Abstract]
Deferred revenue, net	$ 885,800,000	$ 884,400,000
Deferred Revenue Reported as [Abstract]
Deferred Revenue, Current	668,824,000	660,264,000
Deferred Revenue, Noncurrent	216,968,000	224,165,000
Sales Revenue, Goods, Net [Member]
Deferred Product Revenue [Abstract]
Undelivered product commitments and other product deferrals	277,800,000	294,100,000
Distributor inventory and other sell-through items	130,100,000	143,400,000
Deferred gross product revenue	407,900,000	437,500,000
Deferred cost of product revenue	(130,600,000)	(148,800,000)
Deferred revenue, net	277,300,000	288,700,000
Sales Revenue, Services, Net [Member]
Deferred Product Revenue [Abstract]
Deferred revenue, net	$ 608,500,000	$ 595,700,000

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Net Income per Share (Tables)

9 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Table Text Block]

The following table presents the calculation of basic and diluted net income per share attributable to Juniper Networks common stockholders (in millions, except per share amounts):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Numerator:
Net income attributable to Juniper Networks	$	83.7	$	134.5	$	329.0	$	428.2
Denominator:
Weighted-average shares used to compute basic net income per share	529.3		520.6		531.0		522.1
Effect of dilutive securities:
Employee stock awards	7.3		14.3		13.1		15.1
Weighted-average shares used to compute diluted net income per share	536.6		534.9		544.1		537.2
Net income per share attributable to Juniper Networks common stockholders:
Basic	$	0.16	$	0.26	$	0.62	$	0.82
Diluted	$	0.16	$	0.25	$	0.60	$	0.80

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Document and Entity Information	9 Months Ended
	Sep. 30, 2011	Oct. 31, 2011
Document Information [Line Items]
Entity Registrant Name	JUNIPER NETWORKS INC
Entity Central Index Key	0001043604
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		526,008,000

XML

Fair Value Measurements, Assets and Liabilities Measured On A Nonrecurring Basis (Details) (USD $) In Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2011 Fair Value, Measurements, Nonrecurring [Member] Fair Value, Inputs, Level 3 [Member] Cost Method Investee, Privately Held Companies	Sep. 30, 2011 Fair Value, Measurements, Nonrecurring [Member] Fair Value, Inputs, Level 3 [Member] Cost Method Investee, Privately Held Companies	Sep. 30, 2010 Fair Value, Measurements, Nonrecurring [Member] Fair Value, Inputs, Level 3 [Member] Cost Method Investee, Privately Held Companies	Sep. 30, 2011 Fair Value, Measurements, Nonrecurring [Member] Cost Method Investee, Privately Held Companies	Dec. 31, 2010 Fair Value, Measurements, Nonrecurring [Member] Cost Method Investee, Privately Held Companies	Sep. 30, 2011 Cost Method Investee, Privately Held Companies	Dec. 31, 2010 Cost Method Investee, Privately Held Companies	Sep. 30, 2011 Fair Value, Measurements, Nonrecurring [Member]	Dec. 31, 2010 Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity investments measured on nonrecurring basis				$ 0.4	$ 0.8	$ 51.0	$ 22.1
Loss due to impairment of privately held equity investments measured on a non-recurring basis	1.8	1.8	0
Fair Value Liabilities Measured On Nonrecurring Basis Liabilities								$ 0	$ 0

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Goodwill and Purchased Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2011

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill by segment [Text Block]

The following table summarizes the Company's goodwill activities by segment in the nine months ended September 30, 2011 (in millions):

	Infrastructure		SLT			Total
Balance as of January 1, 2011
Goodwill	$	1,643.4	$	3,564.4		$	5,207.8
Accumulated impairment losses	—		(1,280.0		)	(1,280.0		)
Carrying value at January 1, 2011	1,643.4		2,284.4			3,927.8
Adjustments to goodwill	2.1		(1.8		)	0.3
Goodwill acquired during the nine months ended September 30, 2011	0.4		—			0.4
Balance as of September 30, 2011
Goodwill	1,645.9		3,562.6			5,208.5
Accumulated impairment losses	—		(1,280.0		)	(1,280.0		)
Carrying value at September 30, 2011	$	1,645.9	$	2,282.6		$	3,928.5

Schedule of finite-lived and indefinite-lived intangible assets by major class [Text Block]

Changes to the Company’s purchased intangible assets were as follows (in millions):

	Gross		Accumulated Amortization			Net
As of September 30, 2011:
Intangible assets with finite lives:
Technologies and patents	$	494.4	$	(398.3	)	$	96.1
Other	91.5		(65.5		)	26.0
Total intangible assets with finite lives	585.9		(463.8		)	122.1
IPR&D with indefinite lives	7.9		—			7.9
Total purchased intangible assets	$	593.8	$	(463.8	)	$	130.0
As of December 31, 2010:
Intangible assets with finite lives:
Technologies and patents	$	471.1	$	(381.4	)	$	89.7
Other	86.4		(62.2		)	24.2
Total intangible assets with finite lives	557.5		(443.6		)	113.9
IPR&D with indefinite lives	7.9		—			7.9
Total purchased intangible assets	$	565.4	$	(443.6	)	$	121.8

Estimated future amortization expense of purchased intangible assets with definite lives [Text Block]

The estimated future amortization expense of purchased intangible assets with finite lives is as follows (in millions):

Years Ending December 31,	Amount
2011 (remaining three months)	$	6.6
2012	26.4
2013	26.1
2014	24.3
2015	19.3
Thereafter	19.4
Total	$	122.1

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Fair Value Measurements, Liabilities Measured On A Recurring Basis (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011 Other Current Liabilities [Member] Foreign Exchange Contract [Member] Fair Value, Inputs, Level 2 [Member] Fair Value, Measurements, Recurring [Member]	Dec. 31, 2010 Other Current Liabilities [Member] Foreign Exchange Contract [Member] Fair Value, Inputs, Level 2 [Member] Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability measured at fair value on a recurring basis					$ (4.2)	$ (2.6)
Transfers between levels of fair value [Abstract]
Fair Value, Level 1 to level 2 Transfers, Amount	0	0	0	0
Fair Value, Level 2 to level 1 Transfers, Amount	$ 0	$ 0	$ 0	$ 0

XML

Goodwill and Purchased Intangible Assets (Notes)

9 Months Ended

Sep. 30, 2011

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and purchased intangible assets [Text Block]

Goodwill and Purchased Intangible Assets

Goodwill

The following table summarizes the Company's goodwill activities by segment in the nine months ended September 30, 2011 (in millions):

	Infrastructure		SLT			Total
Balance as of January 1, 2011
Goodwill	$	1,643.4	$	3,564.4		$	5,207.8
Accumulated impairment losses	—		(1,280.0		)	(1,280.0		)
Carrying value at January 1, 2011	1,643.4		2,284.4			3,927.8
Adjustments to goodwill	2.1		(1.8		)	0.3
Goodwill acquired during the nine months ended September 30, 2011	0.4		—			0.4
Balance as of September 30, 2011
Goodwill	1,645.9		3,562.6			5,208.5
Accumulated impairment losses	—		(1,280.0		)	(1,280.0		)
Carrying value at September 30, 2011	$	1,645.9	$	2,282.6		$	3,928.5

The adjustments to goodwill during the nine months ended September 30, 2011, were related to adjustments in net tangible assets assumed from certain businesses acquired in 2010 and 2011. There were no impairments to goodwill during the three and nine months ended September 30, 2011, and 2010.

Purchased Intangible Assets

Changes to the Company’s purchased intangible assets were as follows (in millions):

	Gross		Accumulated Amortization			Net
As of September 30, 2011:
Intangible assets with finite lives:
Technologies and patents	$	494.4	$	(398.3	)	$	96.1
Other	91.5		(65.5		)	26.0
Total intangible assets with finite lives	585.9		(463.8		)	122.1
IPR&D with indefinite lives	7.9		—			7.9
Total purchased intangible assets	$	593.8	$	(463.8	)	$	130.0
As of December 31, 2010:
Intangible assets with finite lives:
Technologies and patents	$	471.1	$	(381.4	)	$	89.7
Other	86.4		(62.2		)	24.2
Total intangible assets with finite lives	557.5		(443.6		)	113.9
IPR&D with indefinite lives	7.9		—			7.9
Total purchased intangible assets	$	565.4	$	(443.6	)	$	121.8

Amortization of purchased intangible assets included in operating expenses and cost of product revenues totaled $6.7 million and $2.4 million for the three months ended September 30, 2011, and 2010, respectively, and $20.2 million and approximately $5.0 million for the nine months ended September 30, 2011, and 2010, respectively. There were no impairment charges with respect to the purchased intangible assets in the three and nine months ended September 30, 2011, and 2010.

There wereno purchased intangible assets added during the three months ended September 30, 2011. During the nine months ended September 30, 2011, the Company added $28.4 million of purchased intangible assets as a result of acquisitions completed during the first nine months of 2011. During the three and nine months ended September 30, 2010, the Company added $26.6 million and $38.8 million, respectively, of purchased intangible assets as a result of acquisitions completed during the first nine months of 2010.

Acquired in-process research and development (“IPR&D”) consists of existing research and development projects at the time of the acquisition. Projects that qualify as IPR&D assets represent those that have not yet reached technological feasibility and have no alternative future use. After initial recognition, acquired IPR&D assets are accounted for as indefinite-lived intangible assets. Development costs incurred after acquisition on acquired development projects are expensed as incurred. Upon completion of development, acquired IPR&D assets are considered amortizable finite-lived assets. If the IPR&D project is abandoned, the Company writes off the related purchased intangible asset in the period it is abandoned.

The estimated future amortization expense of purchased intangible assets with finite lives is as follows (in millions):

Years Ending December 31,	Amount
2011 (remaining three months)	$	6.6
2012	26.4
2013	26.1
2014	24.3
2015	19.3
Thereafter	19.4
Total	$	122.1

XML

Other Financial Information (Tables)

9 Months Ended

Sep. 30, 2011

Other Financial Information [Abstract]

Warranties [Table Text Block]

Changes in the Company’s warranty reserve were as follows (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Beginning balance	$	38.1		$	38.3		$	35.9		$	38.2
Provisions made during the period, net	13.0			13.7			40.7			37.9
Change in estimate	(0.2		)	(1.9		)	(3.1		)	(2.4		)
Actual costs incurred during the period	(12.0		)	(13.7		)	(34.6		)	(37.3		)
Ending balance	$	38.9		$	36.4		$	38.9		$	36.4

Deferred revenue [Table Text Block]

Details of the Company's deferred revenue were as follows (in millions):

	As of
	September 30, 2011			December 31, 2010
Deferred product revenue:
Undelivered product commitments and other product deferrals	$	277.8		$	294.1
Distributor inventory and other sell-through items	130.1			143.4
Deferred gross product revenue	407.9			437.5
Deferred cost of product revenue	(130.6		)	(148.8		)
Deferred product revenue, net	277.3			288.7
Deferred service revenue	608.5			595.7
Total	$	885.8		$	884.4
Reported as:
Current	$	668.8		$	660.2
Long-term	217.0			224.2
Total	$	885.8		$	884.4

Changes in restructuring liability [Table Text Block]

The following table provides a summary of changes in the Company’s restructuring liability (in millions):

	Remaining Liability as of December 31, 2010		Charges		Cash payments			Non-cash Settlements and Other Adjustments			Remaining Liability as of September 30, 2011
Facilities	$	7.7	$	0.1	$	(5.2	)	$	(1.5	)	$	1.1
Severance, contractual commitments, and other charges	0.2		16.7		(2.8		)	(1.9		)	12.2
Total	$	7.9	$	16.8	$	(8.0	)	$	(3.4	)	$	13.3

Interest and other income, net [Table Text Block]

Other expense and income, net consists of the following (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Interest income	$	2.2		$	2.8		$	7.2		$	8.0
Interest expense	(14.0		)	(2.6		)	(35.6		)	(6.2		)
Other	(4.2		)	—			(7.7		)	3.9
Other (expense) income, net	$	(16.0	)	$	0.2		$	(36.1	)	$	5.7

XML

Cash, Cash Equivalents, and Investments - Restricted Cash (Details) (USD $)	Sep. 30, 2011	Dec. 31, 2010
Restricted Cash and Investments [Abstract]
Restricted cash and investments	$ 90,546,000	$ 119,346,000
Restricted Cash [Member]
Restricted Cash and Investments [Abstract]
Restricted cash	500,000	1,700,000
Demand Deposits [Member]
Restricted Cash and Investments [Abstract]
Restricted cash	500,000	1,700,000
Restricted Investments [Member]
Restricted Cash and Investments [Abstract]
Restricted investments	90,000,000	117,600,000
US Government Debt Securities [Member]
Restricted Cash and Investments [Abstract]
Restricted investments	0	600,000
Corporate Debt Securities [Member]
Restricted Cash and Investments [Abstract]
Restricted investments	1,800,000	2,700,000
Mutual Funds [Member]
Restricted Cash and Investments [Abstract]
Restricted investments	1,200,000	0
Money Market Funds [Member]
Restricted Cash and Investments [Abstract]
Restricted investments	$ 87,000,000	$ 114,300,000

XML

Net Income per Share (Details) (USD $) In Thousands, except Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Numerator
Net income attributable to Juniper Networks	$ 83,663	$ 134,543	$ 328,973	$ 428,169
Denominator
Weighted-average shares used to compute basic net income per share	529,286,000	520,581,000	530,994,000	522,069,000
Effect of dilutive securities:
Employee stock awards	7,300,000	14,300,000	13,100,000	15,100,000
Weighted-average shares used to compute diluted net income per share	536,583,000	534,880,000	544,086,000	537,158,000
Net income per share attributable to Juniper Networks common stockholders [Abstract]
Basic	$ 0.16	$ 0.26	$ 0.62	$ 0.82
Diluted	$ 0.16	$ 0.25	$ 0.60	$ 0.80
Net Income per Share Textuals
Anti-dilutive shares excluded from computation of diluted earnings per share	29,800,000	16,800,000	12,800,000	16,400,000

XML

Fair Value Measurements (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2011

Dec. 31, 2010

Fair Value Disclosures [Abstract]

Assets measured at fair value on a recurring basis [Text Block]

The following tables provide a summary of assets measured at fair value on a recurring basis and as reported in the condensed consolidated balance sheets (in millions):

	Fair Value Measurements at September 30, 2011 Using:
	Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Remaining Inputs		Significant Other Unobservable Remaining Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Available-for-sale debt securities:
U.S. government securities	$	144.8	$	216.7	$	—	$	361.5
Government-sponsored enterprise obligations	274.2		94.2		—		368.4
Foreign government debt securities	—		2.4		—		2.4
Corporate debt securities (1)	—		517.4		—		517.4
Certificate of deposit	—		38.0		—		38.0
Asset-backed securities	—		111.9		—		111.9
Money market funds (2)	1,261.4		—		—		1,261.4
Total available-for-sale debt securities	1,680.4		980.6		—		2,661.0
Total available-for-sale securities	1,680.4		980.6		—		2,661.0
Trading securities:
Mutual funds (3)	11.3		—		—		11.3
Total trading securities	11.3		—		—		11.3
Derivative assets:
Foreign exchange contracts	—		0.7		—		0.7
Total derivative assets	—		0.7		—		0.7
Total assets measured at fair value	$	1,691.7	$	981.3	$	—	$	2,673.0

________________________________

(1) Balance includes $1.8 million of restricted investments measured at fair market value, related to the Company's India Gratuity Trust.

(2) Balance includes $87.0 million of restricted investments measured at fair market value, related to the Company's D&O trust and acquisition related escrows.

(3) Balance includes $1.2 million of restricted investments measured at fair market value, related to the Company's India Gratuity Trust.

	Fair Value Measurements at December 31, 2010 Using:
	Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Remaining Inputs		Significant Other Unobservable Remaining Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Available-for-sale debt securities:
U.S. government securities (1)	$	54.9	$	180.8	$	—	$	235.7
Government-sponsored enterprise obligations	208.9		10.1		—		219.0
Foreign government debt securities	21.0		26.0		—		47.0
Commercial paper	—		13.5		—		13.5
Corporate debt securities (2)	2.7		461.7		—		464.4
Certificate of deposit	—		21.0		—		21.0
Asset-backed securities	—		90.0		—		90.0
Money market funds (3)	1,154.2		—		—		1,154.2
Total available-for-sale debt securities	1,441.7		803.1		—		2,244.8
Total available-for-sale securities	1,441.7		803.1		—		2,244.8
Trading securities:
Mutual funds	8.1		—		—		8.1
Total trading securities	8.1		—		—		8.1
Derivative assets:
Foreign exchange contracts	—		0.4		—		0.4
Total derivative assets	—		0.4		—		0.4
Total assets measured at fair value	$	1,449.8	$	803.5	$	—	$	2,253.3

________________________________

(1) Balance includes $0.6 million of restricted investments measured at fair market value, related to an acquisition completed in 2005. For additional information regarding the Company's restricted investments, see Note 5, Cash, Cash Equivalents, and Investments, under the heading “Restricted Cash.” Restricted investments are included in the restricted cash balance in the condensed consolidated balance sheet.

(2) Balance includes $2.7 million of restricted investments measured at fair market value, related to the Company's India Gratuity Trust.

(3) Balance includes $114.3 million of restricted investments measured at fair market value, related to the Company's D&O trust and acquisition related escrows.

Fair Value, by Balance Sheet Grouping [Text Block]

	Fair Value Measurements at September 30, 2011 Using:
	Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Remaining Inputs		Significant Other Unobservable Remaining Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Reported as:
Cash equivalents	$	1,174.4	$	—	$	—	$	1,174.4
Short-term investments	140.9		491.5		—		632.4
Long-term investments	288.2		487.3		—		775.5
Restricted cash and investments	88.2		1.8		—		90.0
Prepaid expenses and other current assets	—		0.7		—		0.7
Total assets measured at fair value	$	1,691.7	$	981.3	$	—	$	2,673.0

	Fair Value Measurements at December 31, 2010 Using:
	Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Remaining Inputs		Significant Other Unobservable Remaining Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Reported as:
Cash equivalents	$	1,039.9	$	85.7	$	—	$	1,125.6
Short-term investments	150.7		323.8		—		474.5
Long-term investments	142.2		393.0		—		535.2
Restricted cash	117.0		0.6		—		117.6
Prepaid expenses and other current assets	—		0.4		—		0.4
Total assets measured at fair value	$	1,449.8	$	803.5	$	—	$	2,253.3

XML

Employee Benefit Plans (Notes)

9 Months Ended

Sep. 30, 2011

Employee Benefits and Share-based Compensation [Abstract]

Employee Benefit Plans [Text Block]

Employee Benefit Plans

Share-Based Compensation Plans

The Company’s share-based compensation plans include the 2006 Equity Incentive Plan (the “2006 Plan”), 2000 Nonstatutory Stock Option Plan (the “2000 Plan”), Amended and Restated 1996 Stock Plan (the “1996 Plan”), as well as various equity incentive plans assumed through acquisitions. Under these plans, the Company has granted (or in the case of acquired plans, assumed) stock options, RSUs, and PSAs. In addition, the Company’s 2008 Employee Stock Purchase Plan (the “2008 Purchase Plan”) permits eligible employees to acquire shares of the Company’s common stock at a 15% discount to the offering price (as determined in the 2008 Purchase Plan) through periodic payroll deductions of up to 10% of base compensation, subject to individual purchase limits of 6,000 shares in any twelve-month period or $25,000 worth of stock, determined at the fair market value of the shares at the time the stock purchase option is granted, in one calendar year.

The 2006 Plan, adopted and approved by the Company’s stockholders in May 2006, had an initial authorized share reserve of 64.5 million shares of common stock plus the addition of any shares subject to options under the 2000 Plan and the 1996 Plan that were outstanding as of May 18, 2006, and that subsequently expire unexercised, up to a maximum of an additional 75.0 million shares. In the second quarters of 2010 and 2011 the Company’s stockholders’ approved amendments to the 2006 Plan that increased the number of shares reserved for issuance thereby increasing the authorized share reserve by 30.0 million shares in May 2010 and 2011. As of September 30, 2011, the 2006 Plan had 57.7 million shares subject to currently outstanding equity awards and 43.3 million shares available for future issuance.

In connection with past acquisitions, the Company assumed stock option and RSU awards under the stock plans of the acquired companies. The Company exchanged those awards for Juniper Networks' stock options and RSUs. As of September 30, 2011, stock options and RSUs covering approximately 1.5 million shares of common stock were outstanding under awards assumed through the Company's past acquisitions.

Stock Option Activities

Since 2006, the Company has granted stock option awards that have a maximum contractual life of seven years from the date of grant. Prior to 2006, stock option awards generally had a ten-year contractual life from the date of grant. The following table summarizes the Company’s stock option activity and related information as of and for the nine months ended September 30, 2011 (in millions, except for per share amounts and years):

	Outstanding Options
	Number of Shares		Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value
Balance at January 1, 2011	49.4		$	21.90
Options granted	4.8		40.16
Options canceled	(1.7	)	26.31
Options exercised	(13.5	)	21.37
Options expired	(0.2	)	46.12
Balance at September 30, 2011	38.8		$	23.99	3.9	$	39.2
As of September 30, 2011:
Vested or expected-to-vest options	36.9		$	23.60	3.8	$	38.5
Exercisable options	25.2		$	21.28	3.1	$	32.1

Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was $17.26 per share as of September 30, 2011, and the exercise price multiplied by the number of related options. The pre-tax intrinsic value of options exercised, representing the difference between the fair market value of the Company’s common stock on the date of the exercise and the exercise price of each option, was $5.2 million and $246.1 million for the three and nine months ended September 30, 2011, respectively. Total fair value of options vested for the three and nine months ended September 30, 2011, was $17.2 million and $63.4 million, respectively.

Restricted Stock Units and Performance Share Awards Activities

RSUs generally vest over a period of three to four years from the date of grant, and PSAs generally vest after three years provided that certain annual performance targets and other vesting criteria are met. Until vested, RSUs and PSAs do not have the voting and dividend participation rights of common stock and the shares underlying the awards are not considered issued and outstanding.

The following table summarizes the Company’s RSU and PSA activity and related information as of and for the nine months ended September 30, 2011 (in millions, except per share amounts and years):

	Outstanding RSUs and PSAs
	Number of Shares		Weighted Average Grant-Date Fair Value per Share		Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value
Balance at January 1, 2011	14.2		$	25.94
RSUs granted	4.5		38.58
PSAs granted (1)	4.1		40.18
RSUs vested	(1.4	)	22.86
PSAs vested	(0.8	)	24.76
RSUs canceled	(0.7	)	31.49
PSAs canceled	(1.0	)	29.52
Balance at September 30, 2011	18.9		$	31.88	1.7	$	329.4
As of September 30, 2011:
Vested and expected-to-vest RSUs and PSAs	16.4		$	31.40	1.6	$	282.9

________________________________

(1) The number of shares subject to PSAs granted represents the aggregate maximum number of shares that may be issued pursuant to the award over its full term. The aggregate number of shares subject to these PSAs that would be issued if performance goals determined by the Compensation Committee are achieved at target is 1.7 million shares. Depending on achievement of such performance goals, the range of shares that could be issued under these awards is 0 to 4.1 million shares.

Shares Available for Grant

The following table presents the stock grant activity and the total number of shares available for grant under the 2006 Plan as of September 30, 2011 (in millions):

	Number of Shares
Balance at January 1, 2011	30.7
Additional authorized share reserve approved by stockholders	30.0
RSUs and PSAs granted (1)	(18.0	)
Options granted	(4.8	)
RSUs and PSAs canceled (1)	3.5
Options canceled (2)	1.7
Options expired (2)	0.2
Balance at September 30, 2011	43.3

________________________________

(1) RSUs and PSAs with a per share or unit purchase price lower than 100% of the fair market value of the Company's common stock on the day of the grant under the 2006 Plan are counted against shares authorized under the plan as two and one-tenth shares of common stock for each share subject to such award. The number of shares subject to PSAs granted represents the maximum number of shares that may be issued pursuant to the award over its full term.

(2) Includes canceled or expired options under the 1996 Plan and the 2000 Plan that expired unexercised after May 18, 2006, which become available for grant under the 2006 Plan according to its terms.

Employee Stock Purchase Plan

The Company's 2008 Purchase Plan is implemented in a series of offering periods, each six months in duration, or a shorter period as determined by the Board. Under the 2008 Purchase Plan, employees purchased approximately 1.4 million shares at an average per share price of $19.88 for the three months ended September 30, 2011, and 1.0 million shares at an average price of $21.30 for the three months ended September 30, 2010. Employees purchased 2.4 million shares at an average per share price of $21.53 in the nine months ended September 30, 2011, and approximately 2.0 million shares of common stock at an average price of $21.20 per share in the nine months ended September 30, 2010.

As of September 30, 2011, approximately 6.0 million shares had been issued and 6.0 million shares remained available for future issuance under the 2008 Purchase Plan.

Common Stock Reserved for Future Issuance

As of September 30, 2011, the Company had reserved an aggregate of approximately 107.0 million shares of common stock for future issuance under its equity incentive plans and the 2008 Purchase Plan.

Share-Based Compensation Expense

The Company determines the fair value of its stock options utilizing the Black-Scholes-Merton (“BSM”) option-pricing model, which incorporates various assumptions including volatility, risk-free interest rate, expected life, and dividend yield. The expected volatility is based on the implied volatility of market-traded options on the Company’s common stock, adjusted for other relevant factors including historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected life of the Company’s stock options. The expected life of a stock option award is based on historical experience and on the terms and conditions of the stock awards granted to employees, as well as the potential effect from stock options that had not been exercised at the time. The Company determines the fair value of its RSUs and PSAs based upon the fair market value of the shares of the Company’s common stock at the date of grant.

The assumptions used and the resulting estimates of fair value for employee stock options and the employee stock purchase plan during the three and nine months ended September 30, 2011, and 2010 were:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2011	2010	2011	2010
Employee Stock Options:
Volatility factor	43% - 50%	39% - 42%	41% - 50%	33% - 42%
Risk-free interest rate	0.7% - 1.1%	1.1% - 1.4%	0.7% - 1.9%	1.1% - 2.2%
Expected life (years)	4.1	4.3	4.1	4.3
Dividend yield	—	—	—	—
Fair value per share	$7.35- $10.79	$8.93 - $9.81	$7.35- $15.22	$7.83 - $30.36
Employee Stock Purchase Plan:
Volatility factor	45%	36%	33% - 45%	35% - 36%
Risk-free interest rate	0.2%	0.2%	0.2%	0.2%
Expected life (years)	0.5	0.5	0.5	0.5
Dividend yield	—	—	—	—
Weighted-average fair value per share	$6.37	$7.09	$6.37 - $9.07	$6.19 - $7.09

The Company expenses the cost of its stock options on a straight-line basis over the vesting period and expenses the cost of its RSUs ratably over the vesting period. With respect to PSAs, for the portion of the award attributable to each performance year, the Company recognizes PSA expense ratably over the remaining vesting period starting in the period in which the annual performance targets are set for each such performance year.

The Company’s share-based compensation expense associated with stock options, employee stock purchases, RSUs, and PSAs is recorded in the following cost and expense categories for the three and nine months ended September 30, 2011, and 2010 (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Cost of revenues - Product	$	1.2	$	1.0	$	3.4	$	3.1
Cost of revenues - Service	3.8		3.2		12.1		10.0
Research and development	26.5		19.3		75.4		55.0
Sales and marketing	20.6		13.4		53.0		39.0
General and administrative	8.4		7.5		25.7		22.5
Total	$	60.5	$	44.4	$	169.6	$	129.6

The following table summarizes share-based compensation expense by award type (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Options	$	18.8	$	20.5	$	58.4	$	61.4
Assumed options	—		—		—		0.6
RSUs and PSAs	35.6		19.1		93.6		54.6
Assumed RSUs	—		—		—		0.5
Employee stock purchase plan	4.6		3.5		13.2		9.9
Other acquisition-related compensation	1.5		1.3		4.4		2.6
Total	$	60.5	$	44.4	$	169.6	$	129.6

As of September 30, 2011, approximately $105.5 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options will be recognized over a weighted-average period of approximately 2.3 years while approximately $249.1 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs and PSAs will be recognized over a weighted-average period of approximately 2.2 years.

401(k) Plan

The Company maintains a savings and retirement plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Employees meeting the eligibility requirements, as defined, may contribute up to the statutory limits of the year. The Company has matched employee contributions since January 1, 2001, currently matching 25% of all eligible employee contributions. All matching contributions vest immediately. The Company’s matching contributions to the plan totaled $3.9 million and $13.7 million in the three and nine months ended September 30, 2011, respectively, and $3.2 million and $10.7 million in the three and nine months ended September 30, 2010, respectively.

Deferred Compensation Plan

The Company’s non-qualified deferred compensation (“NQDC”) plan is an unfunded and unsecured deferred compensation arrangement. Under the NQDC plan, officers and other senior employees may elect to defer a portion of their compensation and contribute such amounts to one or more investment funds. The NQDC plan assets are included within short-term investments, and offsetting obligations are included within accrued compensation on the condensed consolidated balance sheet. The investments are considered trading securities and are reported at fair value. The realized and unrealized holding gains and losses related to these investments are recorded in interest and other income, net, and the offsetting compensation expense are recorded as operating expenses in the condensed consolidated results of operations. The deferred compensation liability under the NQDC plan was approximately $10.1 million and $8.1 million as of September 30, 2011, and December 31, 2010, respectively. For additional information regarding the Company's NQDC, see Note 5, Cash, Cash Equivalents, and Investments.

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Business Combination (Notes)

9 Months Ended

Sep. 30, 2011

Business Combinations [Abstract]

Business Combination [Text Block]

Business Combinations

The Company's consolidated financial statements include the operating results of acquired businesses from the date of each acquisition. Pro forma results of operations for these acquisitions have not been presented as the financial impact to the Company's consolidated results of operations, both individually and in aggregate, is not material. Additional information existing as of the acquisition dates but unknown to the Company may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded.

In the first quarter of 2011, the Company completed two business combinations for cash of approximately $30.5 million. There were no acquisitions during the second and third quarters of 2011. Total purchase consideration for these acquisitions at the acquisition dates was allocated as follows (in millions):

	2011 Acquisitions
Net tangible assets acquired	$	1.7
Intangible assets acquired	28.4
Goodwill	0.4
Total	$	30.5

The goodwill recognized is attributable primarily to expected synergies. None of the goodwill is deductible for U.S. federal income tax purposes.

The following table presents details of the intangible assets acquired through the business combinations completed in the first nine months of 2011 (in millions, except years):

	2011 Acquisitions
	Estimated Useful Life (In Years)	Amount
Existing or Core technology	10	$	21.9
Support agreements and related relationships	4	5.1
Patents	5	1.4
Total		$	28.4

The Company recognized an immaterial amount of acquisition-related costs in the three months ended September 30, 2011, and $9.3 million of acquisition-related costs in the nine months ended September 30, 2011. In the three and nine months ended September 30, 2010, the Company recognized $1.5 million and $2.1 million, respectively, of acquisition-related costs. These acquisition related charges were expensed in the period incurred and reported in the Company's consolidated statement of operations within cost of revenues and operating expense.

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Business Combination, Purchase Price Allocation (Details) (Business Acquisitions 2011 [Member], USD $) In Millions	Mar. 31, 2011
Business Acquisitions 2011 [Member]
Business Acquisition [Line Items]
Net tangible assets acquired	$ 1.7
Intangible assets acquired	28.4
Goodwill	0.4
Total purchase consideration	$ 30.5

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Financing (Notes)

9 Months Ended

Sep. 30, 2011

Debt Instruments [Abstract]

Debt Disclosure [Text Block]

Financing

Long-Term Debt

The following table summarizes the Company's long-term debt (in millions, except percentages):

	As of
	September 30, 2011
	Amount			Effective Interest Rate
Senior notes:
3.10% fixed-rate notes, due 2016	$	300.0		3.12	%
4.60% fixed-rate notes, due 2021	300.0			4.63	%
5.95% fixed-rate notes, due 2041	400.0			6.01	%
Total senior notes	1,000.0
Unaccreted discount	(1.0		)
Total	$	999.0

In March 2011, the Company issued $300.0 million aggregate principal amount of 3.10% senior notes due 2016 (the "2016 notes"), $300.0 million aggregate principal amount of 4.60% senior notes due 2021 (the "2021 notes"), and $400.0 million aggregate principal amount of 5.95% senior notes due 2041 (the "2041 notes" and, together with the 2016 notes and the 2021 notes the "notes"). Interest on the notes is payable in cash semiannually. The Company may redeem the notes, at any time in whole or from time to time in part, subject to a make-whole premium, and, in the event of a change in control, the holders of the notes may require the Company to repurchase for cash all or part of the notes at a purchase price equal to 101% of the aggregate principle amount, plus accrued and unpaid interest, if any. The indenture that governs the notes also contains various covenants, including limitations on the Company's ability to incur liens or enter into sale-leaseback transactions over certain dollar thresholds.

The effective rates for the notes include the interest on the notes, accretion of the discount, and amortization of issuance costs. At September 30, 2011, the estimated fair value of the notes included in long-term debt was approximately $1,051.1 million based on quoted market prices (Level 1). The Company had no debt at December 31, 2010.

Customer Financing Arrangements

The Company has customer financing arrangements to sell its accounts receivable to a major third-party financing provider. The program does not and is not intended to affect the timing of revenue recognition because the Company only recognizes revenue upon sell-through. Under the financing arrangements, proceeds from the financing provider are due to the Company 30 days from the sale of the receivable. In these transactions with the financing provider, the Company surrendered control over the transferred assets. The accounts receivable were isolated from the Company and put beyond the reach of creditors, even in the event of bankruptcy. The Company does not maintain effective control over the transferred assets through obligations or rights to redeem, transfer, or repurchase the receivables after they have been transferred.

Pursuant to the financing arrangements for the sale of receivables, the Company sold net receivables of $153.4 million and $153.1 million during the three months ended September 30, 2011, and 2010, respectively, and $552.4 million and $435.5 million during the nine months ended September 30, 2011, and 2010, respectively.

The Company received cash proceeds from the financing provider of $142.8 million and $147.0 million during the three months ended September 30, 2011, and 2010, respectively, and $544.7 million and $423.5 million during the nine months ended September 30, 2011, and 2010, respectively. The amounts owed by the financing provider recorded as accounts receivable on the Company’s condensed consolidated balance sheets as of September 30, 2011, and December 31, 2010, was $122.9 million and $127.4 million, respectively.

The portion of the receivable financed that has not been recognized as revenue is accounted for as a financing arrangement and is included in other accrued liabilities and other long-term liabilities in the condensed consolidated balance sheet. As of September 30, 2011, and December 31, 2010, the estimated cash received from the financing provider not recognized as revenue from distributors was $41.5 million and $49.1 million, respectively.

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Income Taxes (Notes)

9 Months Ended

Sep. 30, 2011

Income Tax Disclosure [Abstract]

Income Tax [Text Block]

Income Taxes

The Company recorded a tax provision of $37.4 million and $120.4 million for the three and nine months ended September 30, 2011, or effective tax rates of 30.9% and 26.8%, respectively. The Company recorded a tax provision of $61.4 million and $117.2 million for the three and nine months ended September 30, 2010, or effective tax rates of 31.4% and 21.4%, respectively.

The effective tax rates for the three and nine months ended September 30, 2011, differ from the federal statutory rate of 35% primarily due to the federal R&D credit and the benefit of earnings in foreign jurisdictions, which are subject to lower tax rates.

The effective tax rate for the three months ended September 30, 2010, differs from the federal statutory rate of 35% primarily due to the benefit of earnings in foreign jurisdictions, which are subject to lower tax rates. The effective tax rate for the nine months ended September 30, 2010, differs from the federal statutory rate of 35% primarily due to a $54.1 million income tax benefit resulting from a change in the Company's estimate of unrecognized tax benefits related to share-based compensation and the benefit of earnings in foreign jurisdictions, which are subject to lower tax rates. The tax benefit for the three and nine months ended September 30, 2010, was partially offset by charges for increases in the valuation allowance against the California deferred tax assets of approximately $3.2 million and $8.4 million, respectively.

The gross unrecognized tax benefits increased by approximately $7.5 million for the nine months ended September 30, 2011.

The Company is currently under examination by the Internal Revenue Service ("IRS") for the 2004 through 2009 tax years, and the France tax authorities for the 2007 through 2009 tax years. The Company is also subject to two separate ongoing examinations by the India tax authorities for the 2004 tax year and 2004 through 2008 tax years, respectively. Additionally, the Company has not reached a final resolution with the IRS on an adjustment it proposed for the 1999 and 2000 tax years. The Company is not aware of any other income tax examination by taxing authorities in any other major jurisdictions in which it files income tax returns as of September 30, 2011.

In September 2011, the IRS commenced an examination of the Company's federal income tax returns for the 2007 through 2009 tax years.

In May 2011, as part of the 2005 and 2006 IRS audit, the Company received a proposed adjustment related to its intercompany R&D cost sharing arrangement for the license of intangibles acquired in 2005. In 2009, as part of the 2004 IRS audit, the Company received a similar proposed adjustment related to the license of intangibles acquired in 2004. In December 2008, the Company received a proposed adjustment from the India tax authorities related to the 2004 tax year.

In July 2009, the India tax authorities commenced a separate investigation of the Company's 2004 through 2008 tax returns and are disputing the Company's determination of taxable income due to the cost basis of certain fixed assets. The Company accrued $4.6 million in penalties and interest in 2009 related to this matter. The Company understands that the India tax authorities may issue an initial assessment that is substantially higher than this amount. As a result, in accordance with the administrative and judicial process in India, the Company may be required to make payments that are substantially higher than the amount accrued in order to ultimately settle this issue. The Company strongly believes that any assessment it may receive in excess of the amount accrued would be inconsistent with applicable India tax laws and intends to defend this position vigorously.

The Company is pursuing all available administrative procedures relative to the matters referenced above. The Company believes that it has adequately provided for any reasonably foreseeable outcomes related to these proposed adjustments, and the ultimate resolution of these matters is unlikely to have a material effect on its consolidated financial condition or results of operations; however, there is a possibility that an adverse outcome of these matters could have a material effect on its consolidated financial condition and results of operations. For more information, please see Note 15, Commitments and Contingencies, under the heading “IRS Notices of Proposed Adjustments.”

The Company engages in continuous discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. It is reasonably possible that the balance of the gross unrecognized tax benefits will decrease by approximately $5.5 million within the next twelve months due to lapses of applicable statutes of limitation in multiple jurisdictions that the Company operated in. However, at this time, the Company is unable to make a reasonably reliable estimate of the timing of payments related to the remaining unrecognized tax liabilities due to uncertainties in the timing of tax audit outcomes.

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Commitments and Contingencies (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2010
Summarization of principal contractual obligations
Operating leases	$ 359,400,000		$ 359,400,000
Purchase commitments	140,400,000		140,400,000
Long-term income taxes payable	111,600,000		111,600,000
Senior Notes	1,000,000,000		1,000,000,000
Interest Payable	873,100,000		873,100,000
Other contractual obligations	84,500,000		84,500,000
Total	2,569,000,000		2,569,000,000
Commitments Textuals [Abstract]
Rent expense	17,000,000	14,000,000	49,600,000	41,800,000
Accrual for estimated carrying charges or obsolete materials charges	15,500,000		15,500,000
Indemnity-related and service-related escrows	37,000,000		37,000,000
Long-term debt	998,997,000		998,997,000		0
Campus Build Out Commitments	28,700,000		28,700,000
Principal Contractual Obligations Maturity Period Current Year [Member]
Summarization of principal contractual obligations
Operating leases	14,600,000		14,600,000
Purchase commitments	140,400,000		140,400,000
Long-term income taxes payable	0		0
Senior Notes	0		0
Interest Payable	0		0
Other contractual obligations	67,100,000		67,100,000
Total	222,100,000		222,100,000
Principal Contractual Obligations Maturity Period Year One [Member]
Summarization of principal contractual obligations
Operating leases	56,300,000		56,300,000
Purchase commitments	0		0
Long-term income taxes payable	0		0
Senior Notes	0		0
Interest Payable	46,900,000		46,900,000
Other contractual obligations	7,500,000		7,500,000
Total	110,700,000		110,700,000
Principal Contractual Obligations Maturity Period Year Two [Member]
Summarization of principal contractual obligations
Operating leases	49,000,000		49,000,000
Purchase commitments	0		0
Long-term income taxes payable	0		0
Senior Notes	0		0
Interest Payable	46,900,000		46,900,000
Other contractual obligations	4,900,000		4,900,000
Total	100,800,000		100,800,000
Principal Contractual Obligations Maturity Period Year Three [Member]
Summarization of principal contractual obligations
Operating leases	62,200,000		62,200,000
Purchase commitments	0		0
Long-term income taxes payable	0		0
Senior Notes	0		0
Interest Payable	46,900,000		46,900,000
Other contractual obligations	3,000,000		3,000,000
Total	112,100,000		112,100,000
Principal Contractual Obligations Maturity Period Year Four [Member]
Summarization of principal contractual obligations
Operating leases	51,900,000		51,900,000
Purchase commitments	0		0
Long-term income taxes payable	0		0
Senior Notes	0		0
Interest Payable	46,900,000		46,900,000
Other contractual obligations	2,000,000		2,000,000
Total	100,800,000		100,800,000
Principal Contractual Obligations Maturity Period After Year Four [Member]
Summarization of principal contractual obligations
Operating leases	125,400,000		125,400,000
Purchase commitments	0		0
Long-term income taxes payable	0		0
Senior Notes	1,000,000,000		1,000,000,000
Interest Payable	685,500,000		685,500,000
Other contractual obligations	0		0
Total	1,810,900,000		1,810,900,000
Principal Contractual Obligations Other [Member]
Summarization of principal contractual obligations
Operating leases	0		0
Purchase commitments	0		0
Long-term income taxes payable	111,600,000		111,600,000
Senior Notes	0		0
Interest Payable	0		0
Other contractual obligations	0		0
Total	$ 111,600,000		$ 111,600,000

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Derivative Instruments (Notes)

9 Months Ended

Sep. 30, 2011

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments [Text Block]

Derivative Instruments

The Company uses derivatives to partially offset its market exposure to fluctuations in certain foreign currencies and does not enter into derivatives for speculative or trading purposes.

The notional amount of Company's foreign currency derivatives are summarized as follows (in millions):

	As of
	September 30, 2011		December 31, 2010
Cash flow hedges	$	195.9	$	110.4
Non-designated hedges	138.3		74.4
Total	$	334.2	$	184.8

Cash Flow Hedges

The Company uses foreign currency forward or option contracts to hedge certain forecasted foreign currency transactions relating to cost of services and operating expenses. The derivatives are intended to protect the U.S. Dollar equivalent of the Company's planned cost of services and operating expenses denominated in foreign currencies. These derivatives are designated as cash flow hedges. Execution of these cash flow hedge derivatives typically occurs every month with maturities of less than one year. The effective portion of the derivative's gain or loss is initially reported as a component of accumulated other comprehensive income (loss), and upon occurrence of the forecasted transaction, is subsequently reclassified into the cost of services or operating expense line item to which the hedged transaction relates. The Company records any ineffectiveness of the hedging instruments in interest and other income, net in its consolidated statements of operations. Cash flows from such hedges are classified as operating activities. All amounts within other comprehensive income (loss) are expected to be reclassified into earnings within the next 12 months.

The total fair value of the Company’s derivative assets located in other current assets on the condensed consolidated balance sheet as of September 30, 2011, and December 31, 2010, was $0.7 million and $0.4 million, respectively. The total fair value of the Company’s derivative liabilities located in other accrued liabilities on the condensed consolidated balance sheet as of September 30, 2011, and December 31, 2010, was $4.2 million and $2.6 million, respectively.

During the three and nine months ended September 30, 2011, the Company recognized a loss of $5.6 million and a gain of $1.5 million, respectively, in accumulated other comprehensive income for the effective portion of its derivative instruments and reclassified a gain of $1.2 million and $3.4 million, respectively, from other comprehensive income to operating expense in the condensed consolidated statements of operations. The Company recognized a gain of $2.9 million in accumulated other comprehensive income for the effective portion of its derivative instruments and reclassified a loss of $1.5 million from other comprehensive income to operating expense in the condensed consolidated statements of operations during the three months ended September 30, 2010. During the nine months ended September 30, 2010, the Company recognized a loss of $1.6 million in accumulated other comprehensive loss for the effective portion of its derivative instruments and reclassified a loss of $4.8 million from other comprehensive loss to operating expense in the condensed consolidated statements of operations. 

The ineffective portion of the Company's derivative instruments recognized in its condensed consolidated statements of operations was immaterial during the three and nine months ended September 30, 2011, and 2010.

Non-Designated Hedges

The Company also uses foreign currency forward contracts to mitigate variability in gains and losses generated from the re-measurement of certain monetary assets and liabilities denominated in foreign currencies. These hedges do not qualify for special hedge accounting treatment. These derivatives are carried at fair value with changes recorded in other income and expense, net. Changes in the fair value of these derivatives are largely offset by re-measurement of the underlying assets and liabilities. Cash flows from such derivatives are classified as operating activities. The derivatives have maturities of approximately two months.

During the three and nine months ended September 30, 2011, the Company recognized a net gain of $0.8 million and $1.0 million, respectively, within other expense and income, net on its condensed consolidated statements of operations from non-designated derivative instruments. The Company recognized a gain of $0.5 million and a loss of $0.9 million on non-designated derivative instruments within other expense and income, net on its condensed consolidated statements of operations during the three and nine months ended September 30, 2010, respectively.

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Segments (Tables)

9 Months Ended

Sep. 30, 2011

Segment Reporting [Abstract]

Financial information for each segment [Table Text Block]

The following table summarizes financial information for each segment used by the CODM (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net revenues:
Infrastructure:
Routers	$	703.0		$	642.6		$	2,213.6		$	1,872.1
Switches	131.5			101.5			359.8			271.0
Total Infrastructure	834.5			744.1			2,573.4			2,143.1
SLT	271.3			268.3			754.6			760.2
Total net revenues	1,105.8			1,012.4			3,328.0			2,903.3
Segment operating income:
Infrastructure	154.6			179.9			573.8			537.6
SLT	66.6			64.6			135.4			152.3
Total segment operating income	221.2			244.5			709.2			689.9
Amortization of purchased intangible assets (1)	(6.7		)	(2.4		)	(20.2		)	(5.0		)
Share-based compensation expense	(60.5		)	(44.4		)	(169.6		)	(129.6		)
Share-based payroll tax expense	(0.2		)	(0.5		)	(9.2		)	(3.8		)
Restructuring	(16.8		)	(0.2		)	(15.6		)	(8.6		)
Acquisition-related and other charges (2)	—			(1.5		)	(9.3		)	(2.1		)
Total operating income	137.0			195.5			485.3			540.8
Other (expense) income, net	(15.9		)	0.2			(36.1		)	5.7
Income before income taxes and noncontrolling interest	$	121.1		$	195.7		$	449.2		$	546.5

________________________________

(1) Amount includes amortization expense of purchased intangible assets in operating expenses and in cost of revenues.

(2) Amount includes acquisition-related costs in operating expenses and in cost of revenues.

Net revenues by geographic region [Table Text Block]

The Company attributes revenues to geographic region based on the customer’s ship-to location. The following table shows net revenues by geographic region (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Americas:
United States	$	502.3	$	481.2	$	1,552.3	$	1,368.0
Other	54.2		51.6		164.6		147.4
Total Americas	556.5		532.8		1,716.9		1,515.4
Europe, Middle East, and Africa	311.3		275.9		940.2		829.5
Asia Pacific	238.0		203.7		670.9		558.4
Total	$	1,105.8	$	1,012.4	$	3,328.0	$	2,903.3

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Other Financial Information (Notes)

9 Months Ended

Sep. 30, 2011

Other Financial Information [Abstract]

Other Financial Information [Text Block]

Other Financial Information

Warranties

The Company accrues for warranty costs as part of its cost of sales based on associated material costs, labor costs for customer support, and overhead at the time revenue is recognized. This provision is reported as accrued warranty within current liabilities on the condensed consolidated balance sheets. Changes in the Company’s warranty reserve were as follows (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Beginning balance	$	38.1		$	38.3		$	35.9		$	38.2
Provisions made during the period, net	13.0			13.7			40.7			37.9
Change in estimate	(0.2		)	(1.9		)	(3.1		)	(2.4		)
Actual costs incurred during the period	(12.0		)	(13.7		)	(34.6		)	(37.3		)
Ending balance	$	38.9		$	36.4		$	38.9		$	36.4

Deferred Revenue

Details of the Company's deferred revenue were as follows (in millions):

	As of
	September 30, 2011			December 31, 2010
Deferred product revenue:
Undelivered product commitments and other product deferrals	$	277.8		$	294.1
Distributor inventory and other sell-through items	130.1			143.4
Deferred gross product revenue	407.9			437.5
Deferred cost of product revenue	(130.6		)	(148.8		)
Deferred product revenue, net	277.3			288.7
Deferred service revenue	608.5			595.7
Total	$	885.8		$	884.4
Reported as:
Current	$	668.8		$	660.2
Long-term	217.0			224.2
Total	$	885.8		$	884.4

Deferred product revenue primarily represents unrecognized revenue related to shipments to distributors that have not sold through to end-users, undelivered product commitments, and other shipments that have not met all revenue recognition criteria. Deferred product revenue is recorded net of the related costs of product revenue. Deferred service revenue represents customer payments made in advance for services, which include technical support, hardware and software maintenance, professional services, and training.

Restructuring Liabilities

In the third quarter of 2011, the Company implemented a restructuring plan (the "2011 Restructuring Plan") in an effort to better align its business operations with the current market and macroeconomic conditions. The 2011 Restructuring Plan primarily consisted of certain workforce reductions, and to a lesser extent, contract terminations.

During 2009, the Company implemented a restructuring plan (the "2009 Restructuring Plan") in an effort to better align its business operations with the market and macroeconomic conditions. The 2009 Restructuring Plan included restructuring of certain business functions that resulted in reductions of workforce and facilities. The Company recorded the majority of the restructuring charges associated with this plan during the years ended 2010 and 2009.

The Company recorded net restructuring charges of $16.8 million and $15.6 million, in the three and nine months ended September 30, 2011, respectively, primarily due to the implementation of its 2011 Restructuring Plan, and recorded $0.2 million and $8.6 million within restructuring in the condensed consolidated statements of operations during the three and nine months ended September 30, 2010, respectively, in connection with the restructuring plan implemented in 2009. As of September 30, 2011, remaining restructuring liability under the 2011 Restructuring Plan was related to severance costs to be paid out in the fourth quarter of 2011, as well as facilities related charges under the 2009 Restructuring Plan, which is expected to be completed through February 2015.

Restructuring charges were based on the Company's restructuring plans that were committed by management. Any changes in the estimates of executing the approved plans will be reflected in the Company's results of operations. The following table provides a summary of changes in the Company’s restructuring liability (in millions):

	Remaining Liability as of December 31, 2010		Charges		Cash payments			Non-cash Settlements and Other Adjustments			Remaining Liability as of September 30, 2011
Facilities	$	7.7	$	0.1	$	(5.2	)	$	(1.5	)	$	1.1
Severance, contractual commitments, and other charges	0.2		16.7		(2.8		)	(1.9		)	12.2
Total	$	7.9	$	16.8	$	(8.0	)	$	(3.4	)	$	13.3

Other Expense and Income, Net

Other expense and income, net consists of the following (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Interest income	$	2.2		$	2.8		$	7.2		$	8.0
Interest expense	(14.0		)	(2.6		)	(35.6		)	(6.2		)
Other	(4.2		)	—			(7.7		)	3.9
Other (expense) income, net	$	(16.0	)	$	0.2		$	(36.1	)	$	5.7

Interest income primarily includes interest earned on the Company’s cash, cash equivalents, and investments. Interest expense primarily includes interest expense from long-term debt and customer financing arrangements. Other income and expense typically consists of investment and foreign exchange gains and losses and other non-operational income and expense items. In the three and nine months ended September 30, 2011, other included legal expenses unrelated to current or recent operations of $1.4 million and $6.8 million, respectively, and net loss on equity investments of $1.1 million and $1.0 million, respectively. In the nine months ended September 30, 2010, we recognized a gain of $3.2 million on privately-held equity investments.

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Other Financial Information (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Movement in Standard Product Warranty Accrual [Roll Forward]
Beginning balance	$ 38.1	$ 38.3	$ 35.9	$ 38.2
Provisions made during the period, net	13.0	13.7	40.7	37.9
Change in estimate	(0.2)	(1.9)	(3.1)	(2.4)
Actual costs incurred during the period	(12.0)	(13.7)	(34.6)	(37.3)
Ending balance	$ 38.9	$ 36.4	$ 38.9	$ 36.4

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Basis of Presentation (Notes)

9 Months Ended

Sep. 30, 2011

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation [Text Block]

Basis of Presentation

The unaudited Condensed Consolidated Financial Statements of Juniper Networks, Inc. (“Juniper Networks” or the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information as well as the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The Condensed Consolidated Balance Sheet as of December 31, 2010, is derived from the audited consolidated financial statements for the year ended December 31, 2010. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. The results of operations for the three and nine months ended September 30, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011, or any future period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with “Management's Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” “Quantitative and Qualitative Disclosures About Market Risk,” and the Consolidated Financial Statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Condensed Financial Statements and accompanying notes. Actual results could differ materially from those estimates.

As of September 30, 2011, the Company owned a 60 percent interest in a joint venture with Nokia Siemens Networks B.V. (“NSN”). Given the Company's majority ownership interest in the joint venture, the accounts of the joint venture have been consolidated with the accounts of the Company, and a noncontrolling interest has been recorded for the noncontrolling investor's interests in the net assets and operations of the joint venture. In July 2011, NSN and the Company entered into an agreement to cease operation of and terminate the joint venture. NSN has assumed the activities of the joint venture. The Company is in the process of winding down this joint venture and the termination of this joint venture is not expected to have a material effect on the Company's financial position or results of operations.

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Net Income per Share (Notes)

9 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Net Income per Share

Basic net income per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed giving effect to all dilutive potential shares that were outstanding during the period. Dilutive potential common shares consist of common shares issuable upon exercise of stock options, employee stock purchase plan, vesting of restricted stock units (“RSUs”), and vesting of performance share awards (“PSAs”).

The following table presents the calculation of basic and diluted net income per share attributable to Juniper Networks common stockholders (in millions, except per share amounts):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Numerator:
Net income attributable to Juniper Networks	$	83.7	$	134.5	$	329.0	$	428.2
Denominator:
Weighted-average shares used to compute basic net income per share	529.3		520.6		531.0		522.1
Effect of dilutive securities:
Employee stock awards	7.3		14.3		13.1		15.1
Weighted-average shares used to compute diluted net income per share	536.6		534.9		544.1		537.2
Net income per share attributable to Juniper Networks common stockholders:
Basic	$	0.16	$	0.26	$	0.62	$	0.82
Diluted	$	0.16	$	0.25	$	0.60	$	0.80

Employee stock options, RSUs, and PSAs covering approximately 29.8 million and 12.8 million shares of the Company's common stock in the three and nine months ended September 30, 2011, respectively, and 16.8 million and 16.4 million shares for the three and nine months ended September 30, 2010, respectively, were outstanding, but were not included in the computation of diluted earnings per share. The Company excludes outstanding stock options with exercise prices that are greater than the average market price and RSUs with grant date fair values that are greater than the average market price from the calculation of diluted net income per share because their effect would be anti-dilutive. The Company includes the common shares underlying PSAs in the calculation of diluted net income per share when they become contingently issuable and excludes such shares when they are not contingently issuable.

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Cash, Cash Equivalents and Investments - Available for Sale Securities (Details) (USD $) In Millions	9 Months Ended		12 Months Ended
	Sep. 30, 2011		Dec. 31, 2010
Available-for-sale securities:
Available-for-sale securities, amortized cost	$ 1,398.0		$ 999.0
Available-for-sale securities, gross unrealized gains	1.3		3.1
Available-for-sale securities, gross unrealized losses	(1.5)		(0.5)
Available-for-sale securities, estimated fair value	1,397.8		1,001.6
Trading securities:
Trading securities, amortized cost	10.1	[1]	8.1	[1]
Trading securities, gross unrealized gains	0	[1]	0	[1]
Trading securities, gross unrealized losses	0	[1]	0	[1]
Trading securities, estimated fair value	10.1	[1]	8.1	[1]
Available-for-sale and Trading Investments [Abstract]
Total investments, amortized cost	1,408.1		1,007.1
Total investments, gross unrealized gains	1.3		3.1
Total investments, gross unrealized losses	(1.5)		(0.5)
Total investments, estimated fair value	1,407.9		1,009.7
Debt Securities [Member]
Available-for-sale securities:
Available-for-sale securities, amortized cost	1,398.0		999.0
Available-for-sale securities, gross unrealized gains	1.3		3.1
Available-for-sale securities, gross unrealized losses	(1.5)		(0.5)
Available-for-sale securities, estimated fair value	1,397.8		1,001.6
US Government Debt Securities [Member]
Available-for-sale securities:
Available-for-sale securities, amortized cost	361.6		158.2
Available-for-sale securities, gross unrealized gains	0		0.2
Available-for-sale securities, gross unrealized losses	(0.1)		0
Available-for-sale securities, estimated fair value	361.5		158.4
US Government-sponsored Enterprises Debt Securities [Member]
Available-for-sale securities:
Available-for-sale securities, amortized cost	368.2		213.8
Available-for-sale securities, gross unrealized gains	0.3		0.4
Available-for-sale securities, gross unrealized losses	(0.1)		(0.2)
Available-for-sale securities, estimated fair value	368.4		214.0
Foreign Government Debt Securities [Member]
Available-for-sale securities:
Available-for-sale securities, amortized cost	2.4		46.8
Available-for-sale securities, gross unrealized gains	0		0.2
Available-for-sale securities, gross unrealized losses	0		0
Available-for-sale securities, estimated fair value	2.4		47.0
Certificates of Deposit [Member]
Available-for-sale securities:
Available-for-sale securities, amortized cost	38.0		20.9
Available-for-sale securities, gross unrealized gains	0		0.1
Available-for-sale securities, gross unrealized losses	0		0
Available-for-sale securities, estimated fair value	38.0		21.0
Commercial Paper [Member]
Available-for-sale securities:
Available-for-sale securities, amortized cost			9.5
Available-for-sale securities, gross unrealized gains			0
Available-for-sale securities, gross unrealized losses			0
Available-for-sale securities, estimated fair value			9.5
Asset-backed Securities [Member]
Available-for-sale securities:
Available-for-sale securities, amortized cost	111.7		90.1
Available-for-sale securities, gross unrealized gains	0.3		0
Available-for-sale securities, gross unrealized losses	(0.1)		(0.1)
Available-for-sale securities, estimated fair value	111.9		90.0
Corporate Debt Securities [Member]
Available-for-sale securities:
Available-for-sale securities, amortized cost	516.1		459.7
Available-for-sale securities, gross unrealized gains	0.7		2.2
Available-for-sale securities, gross unrealized losses	(1.2)		(0.2)
Available-for-sale securities, estimated fair value	515.6		461.7
Short-term investments [Member]
Available-for-sale and Trading Investments [Abstract]
Total investments, amortized cost	632.3		473.6
Total investments, gross unrealized gains	0.2		0.9
Total investments, gross unrealized losses	(0.1)		0
Total investments, estimated fair value	632.4		474.5
Long-term investments [Member]
Available-for-sale and Trading Investments [Abstract]
Total investments, amortized cost	775.8		533.5
Total investments, gross unrealized gains	1.1		2.2
Total investments, gross unrealized losses	(1.4)		(0.5)
Total investments, estimated fair value	$ 775.5		$ 535.2

[1] Balance includes the Company's non-qualified deferred compensation plan assets. For additional information, see Note 12, Employee Benefits, under the section Deferred Compensation Plan.

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Employee Benefit Plans (Tables)

9 Months Ended

Sep. 30, 2011

Employee Benefits and Share-based Compensation [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

The following table summarizes the Company’s stock option activity and related information as of and for the nine months ended September 30, 2011 (in millions, except for per share amounts and years):

	Outstanding Options
	Number of Shares		Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value
Balance at January 1, 2011	49.4		$	21.90
Options granted	4.8		40.16
Options canceled	(1.7	)	26.31
Options exercised	(13.5	)	21.37
Options expired	(0.2	)	46.12
Balance at September 30, 2011	38.8		$	23.99	3.9	$	39.2
As of September 30, 2011:
Vested or expected-to-vest options	36.9		$	23.60	3.8	$	38.5
Exercisable options	25.2		$	21.28	3.1	$	32.1

Schedule of Nonvested Share Activity [Table Text Block]

The following table summarizes the Company’s RSU and PSA activity and related information as of and for the nine months ended September 30, 2011 (in millions, except per share amounts and years):

	Outstanding RSUs and PSAs
	Number of Shares		Weighted Average Grant-Date Fair Value per Share		Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value
Balance at January 1, 2011	14.2		$	25.94
RSUs granted	4.5		38.58
PSAs granted (1)	4.1		40.18
RSUs vested	(1.4	)	22.86
PSAs vested	(0.8	)	24.76
RSUs canceled	(0.7	)	31.49
PSAs canceled	(1.0	)	29.52
Balance at September 30, 2011	18.9		$	31.88	1.7	$	329.4
As of September 30, 2011:
Vested and expected-to-vest RSUs and PSAs	16.4		$	31.40	1.6	$	282.9

________________________________

(1) The number of shares subject to PSAs granted represents the aggregate maximum number of shares that may be issued pursuant to the award over its full term. The aggregate number of shares subject to these PSAs that would be issued if performance goals determined by the Compensation Committee are achieved at target is 1.7 million shares. Depending on achievement of such performance goals, the range of shares that could be issued under these awards is 0 to 4.1 million shares.

Shares available for grant [Table Text Block]

The following table presents the stock grant activity and the total number of shares available for grant under the 2006 Plan as of September 30, 2011 (in millions):

	Number of Shares
Balance at January 1, 2011	30.7
Additional authorized share reserve approved by stockholders	30.0
RSUs and PSAs granted (1)	(18.0	)
Options granted	(4.8	)
RSUs and PSAs canceled (1)	3.5
Options canceled (2)	1.7
Options expired (2)	0.2
Balance at September 30, 2011	43.3

________________________________

(1) RSUs and PSAs with a per share or unit purchase price lower than 100% of the fair market value of the Company's common stock on the day of the grant under the 2006 Plan are counted against shares authorized under the plan as two and one-tenth shares of common stock for each share subject to such award. The number of shares subject to PSAs granted represents the maximum number of shares that may be issued pursuant to the award over its full term.

(2) Includes canceled or expired options under the 1996 Plan and the 2000 Plan that expired unexercised after May 18, 2006, which become available for grant under the 2006 Plan according to its terms.

Estimates of Weighted Average Fair Value Per Share Under Employee Purchase Plan And Stock Purchase Plan [Table Text Block]

The assumptions used and the resulting estimates of fair value for employee stock options and the employee stock purchase plan during the three and nine months ended September 30, 2011, and 2010 were:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2011	2010	2011	2010
Employee Stock Options:
Volatility factor	43% - 50%	39% - 42%	41% - 50%	33% - 42%
Risk-free interest rate	0.7% - 1.1%	1.1% - 1.4%	0.7% - 1.9%	1.1% - 2.2%
Expected life (years)	4.1	4.3	4.1	4.3
Dividend yield	—	—	—	—
Fair value per share	$7.35- $10.79	$8.93 - $9.81	$7.35- $15.22	$7.83 - $30.36
Employee Stock Purchase Plan:
Volatility factor	45%	36%	33% - 45%	35% - 36%
Risk-free interest rate	0.2%	0.2%	0.2%	0.2%
Expected life (years)	0.5	0.5	0.5	0.5
Dividend yield	—	—	—	—
Weighted-average fair value per share	$6.37	$7.09	$6.37 - $9.07	$6.19 - $7.09

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

The Company’s share-based compensation expense associated with stock options, employee stock purchases, RSUs, and PSAs is recorded in the following cost and expense categories for the three and nine months ended September 30, 2011, and 2010 (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Cost of revenues - Product	$	1.2	$	1.0	$	3.4	$	3.1
Cost of revenues - Service	3.8		3.2		12.1		10.0
Research and development	26.5		19.3		75.4		55.0
Sales and marketing	20.6		13.4		53.0		39.0
General and administrative	8.4		7.5		25.7		22.5
Total	$	60.5	$	44.4	$	169.6	$	129.6

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

The following table summarizes share-based compensation expense by award type (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Options	$	18.8	$	20.5	$	58.4	$	61.4
Assumed options	—		—		—		0.6
RSUs and PSAs	35.6		19.1		93.6		54.6
Assumed RSUs	—		—		—		0.5
Employee stock purchase plan	4.6		3.5		13.2		9.9
Other acquisition-related compensation	1.5		1.3		4.4		2.6
Total	$	60.5	$	44.4	$	169.6	$	129.6

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Derivative Instruments, Balance Sheet Location (Details) (Foreign Exchange Contract [Member], USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset Designated as Hedging Instrument, Fair Value	$ 0.7	$ 0.4
Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability Designated as Hedging Instrument, Fair Value	$ 4.2	$ 2.6

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Equity, Stock Repurchase Activities (Details) (USD $) Share data in Millions, except Per Share data	3 Months Ended						9 Months Ended
	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Sep. 30, 2011	Sep. 30, 2010
Stock Repurchased and Retired During Period, Shares	8.9			5.0			17.5	14.3
Common Stock Repurchased Under Stock Repurchase Program Average Purchase Price	$ 21.47			$ 26.81			$ 30.93	$ 27.09
Common stock repurchased and retired under stock repurchase programs, value	$ 191,000,000	$ 150,000,000	$ 200,200,000	$ 134,900,000	$ 177,400,000	$ 74,400,000	$ 541,200,000	$ 386,700,000
Stock Repurchase Program 2008 [Member]
Common stock authorized for repurchase under the 2010 and 2008 Stock Repurchase Programs	1,000,000,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount							0
Stock Repurchase Program 2010 [Member]
Common stock authorized for repurchase under the 2010 and 2008 Stock Repurchase Programs	1,000,000,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount							$ 213,800,000

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Goodwill and Purchased Intangible Assets (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Goodwill [Roll Forward]
Gross Goodwill, beginning of period			$ 5,207,800,000
Goodwill, Impaired, Accumulated Impairment Loss, Beginning of Period			(1,280,000,000)
Goodwill, beginning of period			3,927,807,000
Goodwill, Translation and Purchase Accounting Adjustments			300,000
Goodwill acquired			400,000
Gross Goodwill, end of period	5,208,500,000		5,208,500,000
Goodwill, Impaired, Accumulated Impairment Loss, End of Period	(1,280,000,000)		(1,280,000,000)
Goodwill, end of period	3,928,525,000		3,928,525,000
Goodwill, Impairment Loss	0	0	0	0
Infrastructure Segment [Member]
Goodwill [Roll Forward]
Gross Goodwill, beginning of period			1,643,400,000
Goodwill, Impaired, Accumulated Impairment Loss, Beginning of Period			0
Goodwill, beginning of period			1,643,400,000
Goodwill, Translation and Purchase Accounting Adjustments			2,100,000
Goodwill acquired			400,000
Gross Goodwill, end of period	1,645,900,000		1,645,900,000
Goodwill, Impaired, Accumulated Impairment Loss, End of Period	0		0
Goodwill, end of period	1,645,900,000		1,645,900,000
Service Layer Technologies Segment [Member]
Goodwill [Roll Forward]
Gross Goodwill, beginning of period			3,564,400,000
Goodwill, Impaired, Accumulated Impairment Loss, Beginning of Period			(1,280,000,000)
Goodwill, beginning of period			2,284,400,000
Goodwill, Translation and Purchase Accounting Adjustments			(1,800,000)
Goodwill acquired			0
Gross Goodwill, end of period	3,562,600,000		3,562,600,000
Goodwill, Impaired, Accumulated Impairment Loss, End of Period	(1,280,000,000)		(1,280,000,000)
Goodwill, end of period	$ 2,282,600,000		$ 2,282,600,000

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Employee Benefit Plans, Share Based Compensation, Equity Instruments Other Than Options (Details) (USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended			3 Months Ended	9 Months Ended					3 Months Ended		9 Months Ended
	Sep. 30, 2011 Year issuers day month investments	Sep. 30, 2010	Dec. 31, 2010	Sep. 30, 2011 Minimum [Member] Restricted Stock Units (RSUs) [Member] Year	Sep. 30, 2011 Maximum [Member] Restricted Stock Units (RSUs) [Member] Year	Sep. 30, 2011 Restricted Stock Units (RSUs) [Member]	Sep. 30, 2011 Performance Share Awards [Member]	Sep. 30, 2011 Restricted Stock Units and Performance Share Awards [Member]	Dec. 31, 2010 Restricted Stock Units and Performance Share Awards [Member]	Sep. 30, 2011 Employee Stock Purchase Plan 2008 [Member]	Sep. 30, 2010 Employee Stock Purchase Plan 2008 [Member]	Sep. 30, 2011 Employee Stock Purchase Plan [Member] Year month
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units Vest From Grant Date In Years				3	4
Share-Based Compensation Arrangement Vesting Period PSA in Years	3
Restricted Stock Units And Performance Share Awards Activities
Beginning Balance, Number of Shares								18,900,000	14,200,000
Beginning Balance, Weighted Average Grant-Date Fair Value								$ 31.88	$ 25.94
Awards Granted, Number of Shares						4,500,000	4,100,000
Awards Granted, Weighted Average Grant-Date Fair Value						$ 38.58	$ 40.18
Awards Vested, Number of Shares						(1,400,000)	(800,000)
Awards Vested, Weighted Average Grant-Date Fair Value						$ 22.86	$ 24.76
Awards Canceled, Number of Shares						(700,000)	(1,000,000)
Awards Canceled, Weighted Average Grant-Date Fair Value						$ 31.49	$ 29.52
Ending Balance, Number of Shares								18,900,000	14,200,000
Ending Balance, Weighted Average Grant-Date Fair Value								$ 31.88	$ 25.94
RSUs and PSAs, Weighted Average Remaining Contractual Term at Period End	1.7
RSUs and PSAs, Aggregate Intrinsic Value at Period End	$ 329.4
Vested and Expected-to-Vest RSUs and PSAs, Number of Shares at Period End	16,400,000
Vested and Expected-to-Vest RSUs and PSAs, Weighted Average Grant-Date Fair Value at Period End	$ 31.40
Vested and Expected-to-Vest RSUs and PSAs, Weighted Average Remaining Contractual Term at Period End	1.6
Vested and Expected-to-Vest RSUs and PSAs, Aggregate Intrinsic Value at Period End	$ 282.9
Aggregate Number Of Shares Subject to PSAs Granted							1,700,000
Minimum shares to be Issued on achievement of performance goals in respect of PSAs							0
Maximum shares to be issued on achievement of performance goals in respect of PSAs							4,100,000
Employee Stock Purchase Plan
Stock based compensation incremental Board approved offering period in months												6
Stock Issued During Period, Shares, Employee Stock Purchase Plans	2,400,000	2,000,000								1,400,000	1,000,000
Average Price of Common Stock, Per Share	$ 21.53	$ 21.20								$ 19.88	$ 21.30
Common Stock, Shares, Issued	525,726,000		525,378,000									6,000,000
Common Stock, Capital Shares Reserved for Future Issuance	107,000,000											6,000,000

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Cash, Cash Equivalents and Investments (Notes)

9 Months Ended

Sep. 30, 2011

Cash Cash Equivalents And Investments [Abstract]

Cash, Cash Equivalents, and Investments [Text Block]

Cash, Cash Equivalents, and Investments

Cash and Cash Equivalents

The following table summarizes the Company's cash and cash equivalents (in millions):

	As of
	September 30, 2011		December 31, 2010
Cash:
Demand deposits	$	571.8	$	413.0
Time deposits	976.2		273.3
Total cash	1,548.0		686.3
Cash equivalents:
U.S. government securities	—		76.7
Government-sponsored enterprise obligations	—		5.0
Commercial paper	—		4.0
Money market funds	1,174.4		1,039.9
Total cash equivalents	1,174.4		1,125.6
Total cash and cash equivalents	$	2,722.4	$	1,811.9

Investments in Available-for-Sale and Trading Securities

The following table summarizes the Company's unrealized gains and losses, and fair value of investments designated as available-for-sale and trading securities, as of September 30, 2011, and December 31, 2010 (in millions):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
As of September 30, 2011:
Fixed income securities:
U.S. government securities	$	361.6	$	—	$	(0.1	)	$	361.5
Government-sponsored enterprise obligations	368.2		0.3		(0.1		)	368.4
Foreign government debt securities	2.4		—		—			2.4
Certificates of deposit	38.0		—		—			38.0
Asset-backed securities	111.7		0.3		(0.1		)	111.9
Corporate debt securities	516.1		0.7		(1.2		)	515.6
Total fixed income securities	1,398.0		1.3		(1.5		)	1,397.8
Total available-for-sale securities	1,398.0		1.3		(1.5		)	1,397.8
Trading securities (1)	10.1		—		—			10.1
Total	$	1,408.1	$	1.3	$	(1.5	)	$	1,407.9
Reported as:
Short-term investments	$	632.3	$	0.2	$	(0.1	)	$	632.4
Long-term investments	775.8		1.1		(1.4		)	775.5
Total	$	1,408.1	$	1.3	$	(1.5	)	$	1,407.9

________________________________

(1) Balance includes the Company's non-qualified deferred compensation plan assets. For additional information, see Note 12, Employee Benefits, under the section Deferred Compensation Plan.

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
As of December 31, 2010:
Fixed income securities:
U.S. government securities	$	158.2	$	0.2	$	—		$	158.4
Government-sponsored enterprise obligations	213.8		0.4		(0.2		)	214.0
Foreign government debt securities	46.8		0.2		—			47.0
Certificates of deposit	20.9		0.1		—			21.0
Commercial paper	9.5		—		—			9.5
Asset-backed securities	90.1		—		(0.1		)	90.0
Corporate debt securities	459.7		2.2		(0.2		)	461.7
Total fixed income securities	999.0		3.1		(0.5		)	1,001.6
Total available-for-sale securities	999.0		3.1		(0.5		)	1,001.6
Trading securities (1)	8.1		—		—			8.1
Total	$	1,007.1	$	3.1	$	(0.5	)	$	1,009.7
Reported as:
Short-term investments	$	473.6	$	0.9	$	—		$	474.5
Long-term investments	533.5		2.2		(0.5		)	535.2
Total	$	1,007.1	$	3.1	$	(0.5	)	$	1,009.7

________________________________

(1) Balance includes the Company's non-qualified deferred compensation plan assets. For additional information, see Note 12, Employee Benefits, under the section Deferred Compensation Plan.

The following table presents the maturities of the Company's available-for-sale and trading securities, as of September 30, 2011 (in millions):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Due within one year	$	622.2	$	0.2	$	(0.1	)	$	622.3
Due between one and five years	775.8		1.1		(1.4		)	775.5
No contractual maturity	10.1		—		—			10.1
Total	$	1,408.1	$	1.3	$	(1.5	)	$	1,407.9

The following tables present the Company's trading and available-for-sale investments that are in an unrealized loss position as of September 30, 2011, and December 31, 2010 (in millions):

	Less than 12 Months					12 Months or Greater				Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
As of September 30, 2011
Corporate debt securities	$	284.0	$	(1.3	)	$	—	$	—	$	284.0	$	(1.3	)
U.S. government securities	136.0		(0.1		)	—		—		136.0		(0.1		)
Government-sponsored enterprise obligations	213.6		(0.1		)	—		—		213.6		(0.1		)
Asset-backed securities (1)	64.3		—			0.8		—		65.1		—
Total	$	697.9	$	(1.5	)	$	0.8	$	—	$	698.7	$	(1.5	)

________________________________

(1) Balance includes investments that were in an immaterial unrealized loss position as of September 30, 2011.

	Less than 12 Months					12 Months or Greater				Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
As of December 31, 2010
Corporate debt securities (1)	$	104.3	$	(0.2	)	$	28.8	$	—	$	133.1	$	(0.2	)
Government-sponsored enterprise obligations	57.8		(0.2		)	—		—		57.8		(0.2		)
Foreign government debt securities (1)	—		—			6.2		—		6.2		—
Commercial paper (1)	5.0		—			—		—		5.0		—
Asset-backed securities	54.7		(0.1		)	—		—		54.7		(0.1		)
Total	$	221.8	$	(0.5	)	$	35.0	$	—	$	256.8	$	(0.5	)

 ________________________________

(1) Balance includes investments that were in an immaterial unrealized loss position as of December 31, 2010.

The Company had 157 and 73 investments in unrealized loss positions as of September 30, 2011, and December 31, 2010, respectively. The gross unrealized losses related to these investments were primarily due to changes in market interest rates. For the fixed income securities that have unrealized losses, the Company determined that (i) it does not have the intent to sell any of these investments and (ii) it is not more likely than not that it will be required to sell any of these investments before recovery of the entire amortized cost basis. The Company did not consider these investments to be other-than-temporarily impaired as of September 30, 2011, and December 31, 2010. The Company reviews its investments to identify and evaluate investments that have an indication of possible impairment. The Company aggregates its investments by category and length of time the securities have been in a continuous unrealized loss position to facilitate its evaluation.

Restricted Cash and Investments

The Company classifies cash and investments as restricted cash and investments on its condensed consolidated balance sheet for: (i) amounts held in escrow accounts, as required by certain acquisitions completed in 2005 and 2010; (ii) the India Gratuity Trust and Israel Retirement Trust, which cover statutory severance obligations in the event of termination of the Company's India and Israel employees, respectively; and (iii) the Directors and Officers ("D&O") indemnification trust. During the three and nine months ended September 30, 2011, the Company distributed approximately $2.3 million and $30.0 million of restricted cash, mainly related to the 2010 acquisitions.

In connection with the 2010 acquisition of Ankeena Networks, Inc. ("Ankeena"), the Company agreed to pay from escrow a total amount of $10.7 million, representing the cash value of unvested restricted shares of Ankeena common stock as of April 8, 2010, held by certain former Ankeena employees. Through September 30, 2011, the Company has released $8.4 million from escrow and expects to release the remaining $2.3 million from escrow over the next twelve months as the restricted shares vest.

The following table summarizes the Company's cash and investments that are classified as restricted cash and investments in the condensed consolidated balance sheets (in millions):

	As of
	September 30, 2011		December 31, 2010
Restricted cash:
Demand deposits	$	0.5	$	1.7
Total restricted cash	0.5		1.7
Restricted investments:
U.S. government securities	—		0.6
Corporate debt securities	1.8		2.7
Mutual funds	1.2		—
Money market funds	87.0		114.3
Total restricted investments	90.0		117.6
Total restricted cash and investments	$	90.5	$	119.3

As of September 30, 2011, and December 31, 2010, the unrealized gains and losses related to restricted investments were immaterial.

Other Investments

The Company's minority equity investments in privately-held companies are carried at cost, as the Company does not have a controlling interest or the ability to exercise significant influence over these companies. The Company adjusts its privately-held equity investments for any impairment if the fair value is less than the carrying value of the respective assets on an other-than-temporary basis.

As of September 30, 2011, and December 31, 2010, the carrying values of the Company’s privately-held and other equity investments of $51.0 million and $22.1 million, respectively, were included in other long-term assets in the condensed consolidated balance sheets. During the three and nine months ended September 30, 2011, the Company invested $23.8 million and $32.5 million, respectively, in privately-held and other equity investments. During the three and nine months ended September 30, 2010, the Company invested $4.6 million and $9.8 million in privately-held and other equity investments.

In the three and nine months ended September 30, 2011, the Company recognized a loss of $1.8 million from the impairment of a privately-held investment that the Company judged to be other than temporary, partially offset by gains on other privately-held investments. In the nine months ended September 30, 2010, the Company recognized a gain of $3.2 million from its minority equity investments in Ankeena upon the acquisition of Ankeena.

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Cash, Cash Equivalents, and Investments - Unrealized Loss for Trading and Available for Sale Investments (Details) (USD $) In Millions	Sep. 30, 2011		Dec. 31, 2010
Schedule of Available-for-sale Securities [Line Items]
Fair value, less than 12 months	$ 697.9		$ 221.8
Unrealized loss, less than 12 months	(1.5)		(0.5)
Fair value, 12 months or greater	0.8		35.0
Unrealized loss, 12 months or greater	0		0
Total fair value, Available-for-sale investments in continuous unrealized loss position	698.7		256.8
Total unrealized loss, Available-for-sale investments in continuous unrealized loss position	(1.5)		(0.5)
Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair value, less than 12 months	284.0		104.3	[1]
Unrealized loss, less than 12 months	(1.3)		(0.2)	[1]
Fair value, 12 months or greater	0		28.8	[1]
Unrealized loss, 12 months or greater	0		0	[1]
Total fair value, Available-for-sale investments in continuous unrealized loss position	284.0		133.1	[1]
Total unrealized loss, Available-for-sale investments in continuous unrealized loss position	(1.3)		(0.2)	[1]
US Government Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair value, less than 12 months	136.0
Unrealized loss, less than 12 months	(0.1)
Fair value, 12 months or greater	0
Unrealized loss, 12 months or greater	0
Total fair value, Available-for-sale investments in continuous unrealized loss position	136.0
Total unrealized loss, Available-for-sale investments in continuous unrealized loss position	(0.1)
US Government-sponsored Enterprises Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair value, less than 12 months	213.6		57.8
Unrealized loss, less than 12 months	(0.1)		(0.2)
Fair value, 12 months or greater	0		0
Unrealized loss, 12 months or greater	0		0
Total fair value, Available-for-sale investments in continuous unrealized loss position	213.6		57.8
Total unrealized loss, Available-for-sale investments in continuous unrealized loss position	(0.1)		(0.2)
Foreign Government Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair value, less than 12 months			0	[1]
Unrealized loss, less than 12 months			0	[1]
Fair value, 12 months or greater			6.2	[1]
Unrealized loss, 12 months or greater			0	[1]
Total fair value, Available-for-sale investments in continuous unrealized loss position			6.2	[1]
Total unrealized loss, Available-for-sale investments in continuous unrealized loss position			0	[1]
Commercial Paper [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair value, less than 12 months			5.0	[1]
Unrealized loss, less than 12 months			0	[1]
Fair value, 12 months or greater			0	[1]
Unrealized loss, 12 months or greater			0	[1]
Total fair value, Available-for-sale investments in continuous unrealized loss position			5.0	[1]
Total unrealized loss, Available-for-sale investments in continuous unrealized loss position			0	[1]
Asset-backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair value, less than 12 months	64.3	[2]	54.7
Unrealized loss, less than 12 months	0	[2]	(0.1)
Fair value, 12 months or greater	0.8	[2]	0
Unrealized loss, 12 months or greater	0	[2]	0
Total fair value, Available-for-sale investments in continuous unrealized loss position	65.1	[2]	54.7
Total unrealized loss, Available-for-sale investments in continuous unrealized loss position	$ 0	[2]	$ (0.1)

[1] Balance includes investments that were in an immaterial unrealized loss position as of December 31, 2010.

[2] Balance includes investments that were in an immaterial unrealized loss position as of September 30, 2011.

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Financing (Tables)

9 Months Ended

Sep. 30, 2011

Debt Instruments [Abstract]

Long-term Debt [Table Text Block]

The following table summarizes the Company's long-term debt (in millions, except percentages):

	As of
	September 30, 2011
	Amount			Effective Interest Rate
Senior notes:
3.10% fixed-rate notes, due 2016	$	300.0		3.12	%
4.60% fixed-rate notes, due 2021	300.0			4.63	%
5.95% fixed-rate notes, due 2041	400.0			6.01	%
Total senior notes	1,000.0
Unaccreted discount	(1.0		)
Total	$	999.0

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Employee Benefit Plans, Assumptions and Resulting Estimates of Fair Value (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Minimum [Member] | Stock Options [Member]
Estimates of Fair Value
Dividend yield	0.00%	0.00%	0.00%	0.00%
Weighted-average fair value per share	$ 7.35	$ 8.93	$ 7.35	$ 7.83
Maximum [Member] | Stock Options [Member]
Estimates of Fair Value
Dividend yield	0.00%	0.00%	0.00%	0.00%
Weighted-average fair value per share	$ 10.79	$ 9.81	$ 15.22	$ 30.36
Stock Options [Member]
Estimates of Fair Value
Volatility - Lower Range	43.00%	39.00%	41.00%	33.00%
Volatility - Higher Range	50.00%	42.00%	50.00%	42.00%
Risk-free Interest Rate - Lower Range	0.70%	1.10%	0.70%	1.10%
Riskfree Interest Rate - Higher Range	1.10%	1.40%	1.90%	2.20%
Expected Term	4.1	4.3	4.1	4.3
Minimum [Member] | Employee Stock Purchase Plan [Member]
Estimates of Fair Value
Expected Volatility Rate			33.00%	35.00%
Weighted-average fair value per share			$ 6.37	$ 6.19
Maximum [Member] | Employee Stock Purchase Plan [Member]
Estimates of Fair Value
Expected Volatility Rate			45.00%	36.00%
Weighted-average fair value per share			$ 9.07	$ 7.09
Employee Stock Purchase Plan [Member]
Estimates of Fair Value
Expected Volatility Rate	45.00%	36.00%
Risk Free Interest Rate	0.20%	0.20%	0.20%	0.20%
Expected Term	0.5	0.5	0.5	0.5
Dividend yield	0.00%	0.00%	0.00%	0.00%
Weighted-average fair value per share	$ 6.37	$ 7.09

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Equity, Stockholders' Equity Activity (Details) (USD $)	3 Months Ended						9 Months Ended
	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Sep. 30, 2011	Sep. 30, 2010
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, beginning of period	$ 6,961,900,000	$ 6,896,800,000	$ 6,608,800,000	$ 6,171,800,000	$ 6,121,300,000	$ 5,824,765,000	$ 6,608,800,000	$ 5,824,765,000
Consolidated net income	83,671,000	115,518,000	129,660,000	134,337,000	130,343,000	164,610,000	328,849,000	429,290,000
Change in net unrealized (loss) gain on investments, net of tax of nil	(8,700,000)	(1,500,000)	4,400,000	8,700,000	(1,300,000)	(400,000)	(5,800,000)	7,000,000
Change in foreign currency translation adjustment, net of tax of nil	(7,500,000)	2,600,000	6,600,000	6,300,000	(4,800,000)	(2,700,000)	1,700,000	(1,200,000)
Stock Issued During Period, Value, Employee Stock Purchase Plan	28,000,000		23,700,000	21,000,000		20,800,000
Stock Issued During Period, Value, Stock Options Exercised	8,300,000	37,900,000	241,700,000	62,400,000	53,700,000	101,200,000
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders					(1,000,000)	(2,000,000)
Value Shares Assumed In Connection With Business Acquisition					2,300,000
Common stock repurchased and retired under stock repurchase programs, value	(191,000,000)	(150,000,000)	(200,200,000)	(134,900,000)	(177,400,000)	(74,400,000)	(541,200,000)	(386,700,000)
Shares Repuchased And Retired Related To Net Issuances	(2,400,000)		(4,900,000)	(100,000)		(1,800,000)
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition, Value	59,000,000	58,600,000	47,600,000	43,100,000	43,300,000	40,600,000
Adjustments to Additional Paid in Capital, Tax Effect from Share-based Compensation	6,900,000	2,000,000	39,400,000	4,300,000	5,400,000	50,600,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, end of period	6,938,184,000	6,961,900,000	6,896,800,000	6,316,900,000	6,171,800,000	6,121,300,000	6,938,184,000	6,316,900,000
Common Stock Including Additional Paid in Capital [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, beginning of period	10,041,400,000	9,998,100,000	9,717,800,000	9,363,200,000	9,267,600,000	9,060,089,000	9,717,800,000	9,060,089,000
Consolidated net income	0	0	0	0	0	0
Change in net unrealized (loss) gain on investments, net of tax of nil	0	0	0	0	0	0
Change in foreign currency translation adjustment, net of tax of nil	0	0	0	0	0	0
Stock Issued During Period, Value, Employee Stock Purchase Plan	28,000,000		23,700,000	21,000,000		20,800,000
Stock Issued During Period, Value, Stock Options Exercised	8,300,000	37,900,000	241,700,000	62,400,000	53,700,000	101,200,000
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders					0	0
Value Shares Assumed In Connection With Business Acquisition					2,300,000
Common stock repurchased and retired under stock repurchase programs, value	(130,700,000)	(55,200,000)	(70,300,000)	(44,400,000)	(9,100,000)	(5,700,000)
Shares Repuchased And Retired Related To Net Issuances	(1,200,000)		(1,800,000)	0		0
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition, Value	59,000,000	58,600,000	47,600,000	43,100,000	43,300,000	40,600,000
Adjustments to Additional Paid in Capital, Tax Effect from Share-based Compensation	6,900,000	2,000,000	39,400,000	4,300,000	5,400,000	50,600,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, end of period	10,011,700,000	10,041,400,000	9,998,100,000	9,449,600,000	9,363,200,000	9,267,600,000	10,011,700,000	9,449,600,000
Accumulated Other Comprehensive Income [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, beginning of period	10,800,000	9,700,000	(1,300,000)	(10,600,000)	(4,500,000)	(1,433,000)	(1,300,000)	(1,433,000)
Consolidated net income	0	0	0	0	0	0
Change in net unrealized (loss) gain on investments, net of tax of nil	(8,700,000)	(1,500,000)	4,400,000	8,700,000	(1,300,000)	(400,000)
Change in foreign currency translation adjustment, net of tax of nil	(7,500,000)	2,600,000	6,600,000	6,300,000	(4,800,000)	(2,700,000)
Stock Issued During Period, Value, Employee Stock Purchase Plan	0		0	0		0
Stock Issued During Period, Value, Stock Options Exercised	0	0	0	0	0	0
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders					0	0
Value Shares Assumed In Connection With Business Acquisition					0
Common stock repurchased and retired under stock repurchase programs, value	0	0	0	0	0	0
Shares Repuchased And Retired Related To Net Issuances	0		0	0		0
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition, Value	0	0	0	0	0	0
Adjustments to Additional Paid in Capital, Tax Effect from Share-based Compensation	0	0	0	0	0	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, end of period	(5,400,000)	10,800,000	9,700,000	4,400,000	(10,600,000)	(4,500,000)	(5,400,000)	4,400,000
Retained Earnings [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, beginning of period	(3,090,700,000)	(3,111,500,000)	(3,108,300,000)	(3,181,700,000)	(3,143,900,000)	(3,236,525,000)	(3,108,300,000)	(3,236,525,000)
Consolidated net income	83,700,000	115,560,000	129,750,000	134,500,000	130,511,000	163,115,000
Change in net unrealized (loss) gain on investments, net of tax of nil	0	0	0	0	0	0
Change in foreign currency translation adjustment, net of tax of nil	0	0	0	0	0	0
Stock Issued During Period, Value, Employee Stock Purchase Plan	0		0	0		0
Stock Issued During Period, Value, Stock Options Exercised	0	0	0	0	0	0
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders					0	0
Value Shares Assumed In Connection With Business Acquisition					0
Common stock repurchased and retired under stock repurchase programs, value	(60,300,000)	(94,800,000)	(129,900,000)	(90,500,000)	(168,300,000)	(68,700,000)
Shares Repuchased And Retired Related To Net Issuances	(1,200,000)		(3,100,000)	(100,000)		(1,800,000)
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition, Value	0	0	0	0	0	0
Adjustments to Additional Paid in Capital, Tax Effect from Share-based Compensation		0	0	0	0	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, end of period	(3,068,500,000)	(3,090,700,000)	(3,111,500,000)	(3,137,800,000)	(3,181,700,000)	(3,143,900,000)	(3,068,500,000)	(3,137,800,000)
Noncontrolling Interest [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, beginning of period	400,000	500,000	600,000	900,000	2,100,000	2,629,000	600,000	2,629,000
Consolidated net income	8,000	(42,000)	(90,000)	(206,000)	(168,000)	1,495,000
Change in net unrealized (loss) gain on investments, net of tax of nil	0	0	0	0	0	0
Change in foreign currency translation adjustment, net of tax of nil	0	0	0	0	0	0
Stock Issued During Period, Value, Employee Stock Purchase Plan	0		0	0		0
Stock Issued During Period, Value, Stock Options Exercised	0	0	0	0	0	0
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders					(1,000,000)	(2,000,000)
Value Shares Assumed In Connection With Business Acquisition					0
Common stock repurchased and retired under stock repurchase programs, value	0	0	0	0	0	0
Shares Repuchased And Retired Related To Net Issuances	0		0	0		0
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition, Value	0	0	0	0	0	0
Adjustments to Additional Paid in Capital, Tax Effect from Share-based Compensation	0	0	0	0	0	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, end of period	$ 400,000	$ 400,000	$ 500,000	$ 700,000	$ 900,000	$ 2,100,000	$ 400,000	$ 700,000

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2011

Commitments and Contingencies Disclosure [Abstract]

Summary of principal contractual obligations [Table Text Block]

The following table summarizes the Company’s future principal contractual obligations as of September 30, 2011 (in millions):

	Total		2011		2012		2013		2014		2015		Thereafter		Other
Operating leases	$	359.4	$	14.6	$	56.3	$	49.0	$	62.2	$	51.9	$	125.4	$	—
Purchase commitments	140.4		140.4		—		—		—		—		—		—
Tax liabilities	111.6		—		—		—		—		—		—		111.6
Long-term debt	1,000.0		—		—		—		—		—		1,000.0		—
Interest payment on long-term debt	873.1		—		46.9		46.9		46.9		46.9		685.5		—
Other contractual obligations	84.5		67.1		7.5		4.9		3.0		2.0		—		—
Total	$	2,569.0	$	222.1	$	110.7	$	100.8	$	112.1	$	100.8	$	1,810.9	$	111.6

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Cash, Cash Equivalents, and Investments - Maturities of Available for Sale Investments (Details) (USD $) In Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Available-for-sale and Trading Investments [Abstract]
Amortized cost due within one year	$ 622.2
Gross unrealized gains due within one year	0.2
Gross unrealized losses due within one year	(0.1)
Estimated fair value due within one year	622.3
Amortized cost due between one and five years	775.8
Gross unrealized gains due between one and five years	1.1
Gross unrealized losses due between one and five years	(1.4)
Estimated fair value due between one and five year	775.5
Estimated fair value, no contractual maturity	10.1
Gross unrealized gains, no contractual maturity	0
Gross unrealized losses, no contractual maturity	0
Amortized cost, no contractual maturity	10.1
Total investments, amortized cost	1,408.1	1,007.1
Total investments, gross unrealized gains	1.3	3.1
Total investments, gross unrealized losses	1.5	0.5
Total investments, estimated fair value	$ 1,407.9	$ 1,009.7

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Equity (Tables)

9 Months Ended

Sep. 30, 2011

Stockholders' Equity Note [Abstract]

Comprehensive Income (Loss) Note [Table Text Block]

Comprehensive income attributable to Juniper Networks consists of the following (in millions):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011			2010		2011			2010
Consolidated net income	$	83.7		$	134.3	$	328.8		$	429.3
Other comprehensive income (loss), net of tax:
Change in unrealized (loss) gain on investments, net of tax of nil	(8.7		)	8.7		(5.8		)	7.0
Change in foreign currency translation adjustment, net of tax of nil	(7.5		)	6.3		1.7			(1.2		)
Total other comprehensive income (loss), net of tax	(16.2		)	15.0		(4.1		)	5.8
Consolidated comprehensive income	67.5			149.3		324.7			435.1
Adjust for comprehensive loss (income) attributable to noncontrolling interest, net of tax	—			0.2		0.1			(1.1		)
Comprehensive income attributable to Juniper Networks	$	67.5		$	149.5	$	324.8		$	434.0

Summary of stockholders' equity [Table Text Block]

The following table summarizes equity activity for the three and nine months ended September 30, 2011 (in millions):

	Common Stock & Additional Paid-in-Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Non- controlling Interest			Total Equity
Balance at December 31, 2010	$	9,717.8		$	(1.3	)	$	(3,108.3	)	$	0.6		$	6,608.8
Consolidated net income	—			—			129.8			(0.1		)	129.7
Change in unrealized gain on investments, net of tax of nil	—			4.4			—			—			4.4
Change in foreign currency translation adjustment, net of tax of nil	—			6.6			—			—			6.6
Issuance of shares in connection with Employee Stock Purchase Plan	23.7			—			—			—			23.7
Exercise of stock options by employees	241.7			—			—			—			241.7
Repurchase and retirement of common stock	(70.3		)	—			(129.9		)	—			(200.2		)
Repurchases related to net issuances	(1.8		)	—			(3.1		)	—			(4.9		)
Share-based compensation expense	47.6			—			—			—			47.6
Adjustment related to tax benefit from employee stock option plans	39.4			—			—			—			39.4
Balance at March 31, 2011	9,998.1			9.7			(3,111.5		)	0.5			6,896.8
Consolidated net income	—			—			115.6			(0.1		)	115.5
Change in unrealized loss on investments, net of tax of nil	—			(1.5		)	—			—			(1.5		)
Change in foreign currency translation adjustment, net of tax of nil	—			2.6			—			—			2.6
Exercise of stock options by employees	37.9			—			—			—			37.9
Repurchase and retirement of common stock	(55.2		)	—			(94.8		)	—			(150.0		)
Share-based compensation expense	58.6			—			—			—			58.6
Adjustment related to tax benefit from employee stock option plans	2.0			—			—			—			2.0
Balance at June 30, 2011	10,041.4			10.8			(3,090.7		)	0.4			6,961.9
Consolidated net income	—			—			83.7			—			83.7
Change in unrealized loss on investments, net of tax of nil	—			(8.7		)	—			—			(8.7		)
Change in foreign currency translation adjustment, net of tax of nil	—			(7.5		)	—			—			(7.5		)
Issuance of shares in connection with Employee Stock Purchase Plan	28.0			—			—			—			28.0
Exercise of stock options by employees	8.3			—			—			—			8.3
Repurchase and retirement of common stock	(130.7		)	—			(60.3		)	—			(191.0		)
Repurchases related to net issuances	(1.2		)	—			(1.2		)	—			(2.4		)
Share-based compensation expense	59.0			—			—			—			59.0
Adjustment related to tax benefit from employee stock option plans	6.9			—						—			6.9
Balance at September 30, 2011	$	10,011.7		$	(5.4	)	$	(3,068.5	)	$	0.4		$	6,938.2

The following table summarizes equity activity for the three and nine months ended September 30, 2010 (in millions):

	Common Stock & Additional Paid-in-Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Non- controlling Interest			Total Equity
Balance at December 31, 2009	$	9,060.1		$	(1.4	)	$	(3,236.5	)	$	2.6		$	5,824.8
Consolidated net income	—			—			163.1			1.5			164.6
Change in unrealized loss on investments, net of tax of nil	—			(0.4		)	—			—			(0.4		)
Change in foreign currency translation adjustment, net of tax of nil	—			(2.7		)	—			—			(2.7		)
Issuance of shares in connection with Employee Stock Purchase Plan	20.8			—			—			—			20.8
Exercise of stock options by employees	101.2			—			—			—			101.2
Return of capital to noncontrolling interest	—			—			—			(2.0		)	(2.0		)
Repurchase and retirement of common stock	(5.7		)	—			(68.7		)	—			(74.4		)
Repurchases related to net issuances	—			—			(1.8		)	—			(1.8		)
Share-based compensation expense	40.6			—			—			—			40.6
Adjustment related to tax benefit from employee stock option plans	50.6			—			—			—			50.6
Balance at March 31, 2010	9,267.6			(4.5		)	(3,143.9		)	2.1			6,121.3
Consolidated net income	—			—			130.5			(0.2		)	130.3
Change in unrealized loss on investments, net of tax of nil	—			(1.3		)	—			—			(1.3		)
Change in foreign currency translation adjustment, net of tax of nil	—			(4.8		)	—			—			(4.8		)
Exercise of stock options by employees	53.7			—			—			—			53.7
Return of capital to noncontrolling interest	—			—			—			(1.0		)	(1.0		)
Shares assumed in connection with business acquisition	2.3			—			—			—			2.3
Repurchase and retirement of common stock	(9.1		)	—			(168.3		)	—			(177.4		)
Share-based compensation expense	43.3			—			—			—			43.3
Adjustment related to tax benefit from employee stock option plans	5.4			—			—			—			5.4
Balance at June 30, 2010	9,363.2			(10.6		)	(3,181.7		)	0.9			6,171.8
Consolidated net income	—			—			134.5			(0.2		)	134.3
Change in unrealized loss on investments, net of tax of nil	—			8.7			—			—			8.7
Change in foreign currency translation adjustment, net of tax of nil	—			6.3			—			—			6.3
Issuance of shares in connection with Employee Stock Purchase Plan	21.0			—			—			—			21.0
Exercise of stock options by employees	62.4			—			—			—			62.4
Repurchase and retirement of common stock	(44.4		)	—			(90.5		)	—			(134.9		)
Repurchases related to net issuances	—			—			(0.1		)	—			(0.1		)
Share-based compensation expense	43.1			—			—			—			43.1
Adjustment related to tax benefit from employee stock option plans	4.3			—			—			—			4.3
Balance at September 30, 2010	$	9,449.6		$	4.4		$	(3,137.8	)	$	0.7		$	6,316.9

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Segments (Notes)

9 Months Ended

Sep. 30, 2011

Segment Reporting [Abstract]

Segments [Text Block]

Segments

The Company’s chief operating decision maker (“CODM”) allocates resources and assesses performance based on financial information by the Company’s business groups. The Company’s operations are organized into two reportable segments: Infrastructure and Service Layer Technology ("SLT"). The Infrastructure segment consists of routing and switching products and services. Routing includes products and services from the E, M, MX, PTX, and T Series router families, and the network application platform, Junos Space. Switching primarily consists of products and services for EX Series and wireless local area network solutions, as well as, QFabric. The SLT segment includes SRX services and vGW virtual gateways, Firewall virtual private network systems and appliances, secure socket layer virtual private network appliances, the J Series router product family, intrusion detection and prevention appliances, wide area network optimization platforms, and Junos Pulse.

The primary financial measure used by the CODM in assessing performance of the segments is segment operating income, which includes certain cost of revenues, research and development (“R&D”) expenses, sales and marketing expenses, and general and administrative (“G&A”) expenses. The CODM does not allocate certain miscellaneous expenses to its segments even though such expenses are included in the Company’s management operating income.

For arrangements with both Infrastructure and SLT products and services, revenue is attributed to the segment based on the underlying purchase order, contract, or sell-through report. Direct costs and operating expenses, such as standard costs, R&D, and product marketing expenses, are generally applied to each segment. Indirect costs, such as manufacturing overhead and other cost of revenues, are allocated based on standard costs. Indirect operating expenses, such as sales, marketing, business development, and G&A expenses are generally allocated to each segment based on factors including headcount, usage, and revenue. The CODM does not allocate share-based compensation, amortization of purchased intangible assets, restructuring and impairment charges, gains or losses on equity investments, other net income and expense, income taxes, or certain other charges to the segments.

The following table summarizes financial information for each segment used by the CODM (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net revenues:
Infrastructure:
Routers	$	703.0		$	642.6		$	2,213.6		$	1,872.1
Switches	131.5			101.5			359.8			271.0
Total Infrastructure	834.5			744.1			2,573.4			2,143.1
SLT	271.3			268.3			754.6			760.2
Total net revenues	1,105.8			1,012.4			3,328.0			2,903.3
Segment operating income:
Infrastructure	154.6			179.9			573.8			537.6
SLT	66.6			64.6			135.4			152.3
Total segment operating income	221.2			244.5			709.2			689.9
Amortization of purchased intangible assets (1)	(6.7		)	(2.4		)	(20.2		)	(5.0		)
Share-based compensation expense	(60.5		)	(44.4		)	(169.6		)	(129.6		)
Share-based payroll tax expense	(0.2		)	(0.5		)	(9.2		)	(3.8		)
Restructuring	(16.8		)	(0.2		)	(15.6		)	(8.6		)
Acquisition-related and other charges (2)	—			(1.5		)	(9.3		)	(2.1		)
Total operating income	137.0			195.5			485.3			540.8
Other (expense) income, net	(15.9		)	0.2			(36.1		)	5.7
Income before income taxes and noncontrolling interest	$	121.1		$	195.7		$	449.2		$	546.5

________________________________

(1) Amount includes amortization expense of purchased intangible assets in operating expenses and in cost of revenues.

(2) Amount includes acquisition-related costs in operating expenses and in cost of revenues.

Depreciation expense allocated to the Infrastructure segment was $28.7 million and $81.3 million in the three and nine months ended September 30, 2011, respectively, and $27.8 million and $78.9 million in three and nine months ended September 30, 2010, respectively. Depreciation expense allocated to the SLT segment was $8.0 million and $24.5 million in the three and nine months ended September 30, 2011, respectively, and $9.4 million and $28.5 million in the three and nine months ended September 30, 2010, respectively.

The Company attributes revenues to geographic region based on the customer’s ship-to location. The following table shows net revenues by geographic region (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Americas:
United States	$	502.3	$	481.2	$	1,552.3	$	1,368.0
Other	54.2		51.6		164.6		147.4
Total Americas	556.5		532.8		1,716.9		1,515.4
Europe, Middle East, and Africa	311.3		275.9		940.2		829.5
Asia Pacific	238.0		203.7		670.9		558.4
Total	$	1,105.8	$	1,012.4	$	3,328.0	$	2,903.3

During the three and nine months ended September 30, 2011, no single customer accounted for 10% or more of net revenues. During the three months ended September 30, 2010, no single customer accounted for 10% or more of net revenues, and during the nine months ended September 30, 2010, Verizon accounted for 10.0% of net revenues.

The Company tracks assets by physical location. The majority of the Company’s assets, excluding cash and cash equivalents and investments, as of September 30, 2011, and December 31, 2010, were attributable to U.S. operations. As of September 30, 2011, and December 31, 2010, gross property and equipment held in the U.S., as a percentage of total property and equipment, was approximately 80%. Although management reviews asset information on a corporate level and allocates depreciation expense by segment, the CODM does not review asset information on a segment basis.

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Financing (Details) (USD $)	3 Months Ended		9 Months Ended		60 Months Ended	121 Months Ended	364 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011 Year issuers day month investments	Sep. 30, 2010	Mar. 15, 2016	Mar. 15, 2021	Mar. 15, 2041	Dec. 31, 2010
Long-Term Debt [Line Items]
Long-term Debt, Gross	$ 1,000,000,000		$ 1,000,000,000
Unaccreted Discount	(1,000,000)		(1,000,000)
Long-term debt	998,997,000		998,997,000					0
Debt Instrument, Maturity Date					Mar. 15, 2016	Mar. 15, 2021	Mar. 15, 2041
Change of Control Repurchase Price Percentage of Principal			101.00%
Debt Instrument, Fair Value	1,051,100,000		1,051,100,000					0
Financing Arrangements [Abstract]
Number of days due from receivable			30
Sale of receivables	153,400,000	153,100,000	552,400,000	435,500,000
Proceeds from sale and collection of receivables	142,800,000	147,000,000	544,700,000	423,500,000
Receivables from sale of receivables	122,900,000		122,900,000					127,400,000
Cash received from financing provider that has not been recognized as revenue	41,500,000		41,500,000					49,100,000
Fixed Rate Note Due 2016 [Member]
Long-Term Debt [Line Items]
Long-term Debt, Gross	300,000,000		300,000,000
Debt Instrument, Interest Rate, Effective Percentage	3.12%		3.12%
Debt Instrument, Face Amount	300,000,000		300,000,000
Debt Instrument, Interest Rate, Stated Percentage	3.10%		3.10%
Fixed Rate Note Due 2021 [Member]
Long-Term Debt [Line Items]
Long-term Debt, Gross	300,000,000		300,000,000
Debt Instrument, Interest Rate, Effective Percentage	4.63%		4.63%
Debt Instrument, Face Amount	300,000,000		300,000,000
Debt Instrument, Interest Rate, Stated Percentage	4.60%		4.60%
Fixed Rate Note Due 2041 [Member]
Long-Term Debt [Line Items]
Long-term Debt, Gross	400,000,000		400,000,000
Debt Instrument, Interest Rate, Effective Percentage	6.01%		6.01%
Debt Instrument, Face Amount	$ 400,000,000		$ 400,000,000
Debt Instrument, Interest Rate, Stated Percentage	5.95%		5.95%

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Commitments and Contingencies, Guarantees (Details) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Guarantor Obligations [Line Items]
Guarantor obligations, current carrying value	$ 21.3	$ 21.6

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Equity Equity (Details) (USD $)	3 Months Ended						9 Months Ended
	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Sep. 30, 2011	Sep. 30, 2010
Consolidated net income	$ 83,671,000	$ 115,518,000	$ 129,660,000	$ 134,337,000	$ 130,343,000	$ 164,610,000	$ 328,849,000	$ 429,290,000
Other Comprehensive Income (Loss), Net of Tax:
Change in net unrealized (loss) gain on investments, net of tax of nil	(8,700,000)	(1,500,000)	4,400,000	8,700,000	(1,300,000)	(400,000)	(5,800,000)	7,000,000
Change in foreign currency translation adjustment, net of tax of nil	(7,500,000)	2,600,000	6,600,000	6,300,000	(4,800,000)	(2,700,000)	1,700,000	(1,200,000)
Other Comprehensive Income (Loss), Tax [Abstract]
Other comprehensive income (loss), unrealized holding gain (loss) on securities arising during period, tax	0	0	0	0	0	0	0	0
Other comprehensive income (loss), foreign currency translation adjustment, tax	0	0	0	0	0	0	0	0
Total other comprehensive income (loss), net of tax	(16,200,000)			15,000,000			(4,100,000)	5,800,000
Consolidated comprehensive income	67,500,000			149,300,000			324,700,000	435,100,000
Adjust for comprehensive loss (income) attributable to noncontrolling interest	0			206,000			100,000	(1,100,000)
Comprehensive income attributable to Juniper Networks	$ 67,500,000			$ 149,500,000			$ 324,800,000	$ 434,000,000

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Fair Value Measurements (Notes)

9 Months Ended

Sep. 30, 2011

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

Fair Value Measurements

The Company determines the fair values of its financial instruments based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. These inputs are valued using market based approaches.

Level 3 – Inputs are unobservable inputs based on the Company’s assumptions. These inputs, if any, are valued using internal financial models.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables provide a summary of assets measured at fair value on a recurring basis and as reported in the condensed consolidated balance sheets (in millions):

	Fair Value Measurements at September 30, 2011 Using:
	Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Remaining Inputs		Significant Other Unobservable Remaining Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Available-for-sale debt securities:
U.S. government securities	$	144.8	$	216.7	$	—	$	361.5
Government-sponsored enterprise obligations	274.2		94.2		—		368.4
Foreign government debt securities	—		2.4		—		2.4
Corporate debt securities (1)	—		517.4		—		517.4
Certificate of deposit	—		38.0		—		38.0
Asset-backed securities	—		111.9		—		111.9
Money market funds (2)	1,261.4		—		—		1,261.4
Total available-for-sale debt securities	1,680.4		980.6		—		2,661.0
Total available-for-sale securities	1,680.4		980.6		—		2,661.0
Trading securities:
Mutual funds (3)	11.3		—		—		11.3
Total trading securities	11.3		—		—		11.3
Derivative assets:
Foreign exchange contracts	—		0.7		—		0.7
Total derivative assets	—		0.7		—		0.7
Total assets measured at fair value	$	1,691.7	$	981.3	$	—	$	2,673.0

________________________________

(1) Balance includes $1.8 million of restricted investments measured at fair market value, related to the Company's India Gratuity Trust.

(2) Balance includes $87.0 million of restricted investments measured at fair market value, related to the Company's D&O trust and acquisition related escrows.

(3) Balance includes $1.2 million of restricted investments measured at fair market value, related to the Company's India Gratuity Trust.

	Fair Value Measurements at September 30, 2011 Using:
	Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Remaining Inputs		Significant Other Unobservable Remaining Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Reported as:
Cash equivalents	$	1,174.4	$	—	$	—	$	1,174.4
Short-term investments	140.9		491.5		—		632.4
Long-term investments	288.2		487.3		—		775.5
Restricted cash and investments	88.2		1.8		—		90.0
Prepaid expenses and other current assets	—		0.7		—		0.7
Total assets measured at fair value	$	1,691.7	$	981.3	$	—	$	2,673.0

	Fair Value Measurements at December 31, 2010 Using:
	Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Remaining Inputs		Significant Other Unobservable Remaining Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Available-for-sale debt securities:
U.S. government securities (1)	$	54.9	$	180.8	$	—	$	235.7
Government-sponsored enterprise obligations	208.9		10.1		—		219.0
Foreign government debt securities	21.0		26.0		—		47.0
Commercial paper	—		13.5		—		13.5
Corporate debt securities (2)	2.7		461.7		—		464.4
Certificate of deposit	—		21.0		—		21.0
Asset-backed securities	—		90.0		—		90.0
Money market funds (3)	1,154.2		—		—		1,154.2
Total available-for-sale debt securities	1,441.7		803.1		—		2,244.8
Total available-for-sale securities	1,441.7		803.1		—		2,244.8
Trading securities:
Mutual funds	8.1		—		—		8.1
Total trading securities	8.1		—		—		8.1
Derivative assets:
Foreign exchange contracts	—		0.4		—		0.4
Total derivative assets	—		0.4		—		0.4
Total assets measured at fair value	$	1,449.8	$	803.5	$	—	$	2,253.3

________________________________

(1) Balance includes $0.6 million of restricted investments measured at fair market value, related to an acquisition completed in 2005. For additional information regarding the Company's restricted investments, see Note 5, Cash, Cash Equivalents, and Investments, under the heading “Restricted Cash.” Restricted investments are included in the restricted cash balance in the condensed consolidated balance sheet.

(2) Balance includes $2.7 million of restricted investments measured at fair market value, related to the Company's India Gratuity Trust.

(3) Balance includes $114.3 million of restricted investments measured at fair market value, related to the Company's D&O trust and acquisition related escrows.

	Fair Value Measurements at December 31, 2010 Using:
	Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Remaining Inputs		Significant Other Unobservable Remaining Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Reported as:
Cash equivalents	$	1,039.9	$	85.7	$	—	$	1,125.6
Short-term investments	150.7		323.8		—		474.5
Long-term investments	142.2		393.0		—		535.2
Restricted cash	117.0		0.6		—		117.6
Prepaid expenses and other current assets	—		0.4		—		0.4
Total assets measured at fair value	$	1,449.8	$	803.5	$	—	$	2,253.3

As of September 30, 2011, and December 31, 2010, the Company had $4.2 million and $2.6 million, respectively, of derivative liabilities measured at fair value on a recurring basis. The Company recorded the derivative liabilities, which related to its foreign exchange contracts, within other accrued liabilities in its condensed consolidated balance sheets. These liabilities were measured using significant other observable remaining inputs (Level 2) pursuant to the fair value hierarchy.

The Company's policy is to recognize asset or liability transfers among Level 1, Level 2, and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the three and nine months ended September 30, 2011, and 2010, the Company had no transfers between levels of the fair value hierarchy of its assets or liabilities measured at fair value.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain of the Company's assets, including intangible assets, goodwill, and cost-method investments, are measured at fair value on a nonrecurring basis if impairment is indicated. As of September 30, 2011, and December 31, 2010, the carrying value of privately-held equity investments measured at fair value on a nonrecurring basis was 0.4 million and $0.8 million, respectively. These privately-held equity investments, which are normally carried at cost, were measured at fair value due to events and circumstances that the Company identified as significantly impacting the fair value of the investments. The Company measured the fair value of its privately held equity investments using an analysis of the financial condition and near-term prospects of the investee, including recent financing activities and their capital structure. As a result, the Company recognized an impairment loss of $1.8 million in the three and nine months ended September 30, 2011, and classified the investment as Level 3 assets due to the absence of quoted market prices and inherent lack of liquidity. The Company had no impairment charges against its privately-held equity investments in the three and nine months ended September 30, 2010. The Company had no liabilities measured at fair value on a nonrecurring basis as of September 30, 2011 and December 31, 2010.

Assets and Liabilities Not Measured at Fair Value

The carrying amounts of the Company's accounts receivable, financing receivables, accounts payable, and other accrued liabilities approximate fair value due to their short maturities. The fair value of the Company’s long-term debt is disclosed in Note 9, Financing, and was determined using quoted market prices (Level 1).

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2011

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-08, Topic 350 - Intangibles - Goodwill and Other ("ASU 2011-08"), which amends Topic 350 to allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based the qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. This guidance is effective for annual and interim goodwill test performed for years beginning after December 15, 2011. Early adoption is permitted. The Company's adoption of ASU 2011-08 is not expected to have an impact on its consolidated results of operations or financial condition.

In June 2011, the FASB issued ASU No. 2011-05, Topic 220 - Presentation of ComprehensiveIncome (“ASU 2011-05”), which requires an entity to present total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements and eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This guidance is effective for fiscal years and interim periods, beginning after December 15, 2011. The Company's adoption of ASU 2011-05 will not have an impact on its consolidated results of operations or financial condition.

In May 2011, the FASB issued ASU No. 2011-04, Topic 820 - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”), which amends current fair value measurement and disclosure guidance to converge with International Financial Reporting Standards ("IFRS") and provides increased transparency around valuation inputs and investment categorization. This guidance is effective for fiscal years and interim periods, beginning after December 15, 2011. Early application by public companies is not permitted. The Company's adoption of ASU 2011-04 is not expected to have an impact on its consolidated results of operations or financial condition.

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Employee Benefit Plans, Shares Available For Grant (Details) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Sep. 30, 2011
Shares Available For Grant
Options Granted, Number of Shares			(4.8)
Options Canceled, Number of Shares			1.7
Options Expired, Number of Shares			0.2
Common Stock, Capital Shares Reserved for Future Issuance			107.0
Employee Stock Purchase Plan [Member]
Shares Available For Grant
Common Stock, Capital Shares Reserved for Future Issuance			6.0
Restricted Stock Units and Performance Share Awards [Member]
Shares Available For Grant
Fair Market Value on Date of Grant For RSUS And PSAS Issued at Discount, Maximum Percentage			100.00%
Common Stock for Each Share Subject to RSUs and PSAs			2.1
Equity Incentive Plan 2006 [Member]
Shares Available For Grant
Beginning Balance, Number of Shares			30.7
Additional Authorized Share Reserve Approved By Shareholders	30.0	30.0	30.0
Awards Granted, Number of Shares			(18.0)	[1]
Options Granted, Number of Shares			(4.8)
Awards Canceled, Number of Shares			3.5	[1]
Options Canceled, Number of Shares			1.7	[2]
Options Expired, Number of Shares			0.2	[2]
Ending Balance, Number of Shares			43.3

[1] RSUs and PSAs with a per share or unit purchase price lower than 100% of the fair market value of the Company's common stock on the day of the grant under the 2006 Plan are counted against shares authorized under the plan as two and one-tenth shares of common stock for each share subject to such award. The number of shares subject to PSAs granted represents the maximum number of shares that may be issued pursuant to the award over its full term.

[2] Includes canceled or expired options under the 1996 Plan and the 2000 Plan that expired unexercised after May 18, 2006, which become available for grant under the 2006 Plan according to its terms.

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Employee Benefit Plans (Details) (USD $)	3 Months Ended	9 Months Ended		3 Months Ended		9 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2011 Year month investments	Sep. 30, 2011 Year issuers day month investments	Sep. 30, 2011 Employee Stock Purchase Plan 2008 [Member]	Sep. 30, 2011 Stock Options [Member] Year	Sep. 30, 2011 Employee Stock Purchase Plan [Member] Year	Sep. 30, 2011 Employee Stock Purchase Plan [Member] Year month	Jun. 30, 2011 Equity Incentive Plan 2006 [Member]	Jun. 30, 2010 Equity Incentive Plan 2006 [Member]	Sep. 30, 2011 Equity Incentive Plan 2006 [Member]		Dec. 31, 2010 Equity Incentive Plan 2006 [Member]
Share-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price			15.00%
Periodic Payroll Deduction - Percentage of Base Salary			10.00%
Maximum Purchase of Common Stock, Shares			6,000
ESPP purchase period, share limitation (in months)						12
Maximum Purchase of Common Stock, Value			$ 25,000
ESPP purchase period, value limitation (in calendar years)						1
Number of Shares in Authorized									64,500,000
Maximum Additional Shares Expire Unexercised, Under 1996 and 2000 Plan	75,000,000	75,000,000
Additional Authorized Share Reserve Approved By Shareholders							30,000,000	30,000,000	30,000,000
Number of Shares Outstanding									57,700,000
Number of Shares Available for Future Issuance									43,300,000		30,700,000
Outstanding Stock Options and RSU's Covering Shares of Common Stock	1,500,000	1,500,000
Stock Option Activities
Share-based compensation stock option contractual life from grant date since 2006, in years				7
Share-based compensation stock option contractual life from grant date, prior to 2006, in years					10
Beginning Balance, Number of Shares		49,400,000
Beginning Balance, Weighted Average Exercise Price		$ 21.90
Options Granted, Number of Shares		4,800,000							4,800,000
Options Granted, Weighted Average Exercise Price	$ 40.16	$ 40.16
Options Canceled, Number of Shares		(1,700,000)							(1,700,000)	[1]
Options Canceled, Weighted Average Exercise Price	$ 26.31	$ 26.31
Options Exercised, Number of Shares		(13,500,000)
Options Exercised, Weighted Average Exercise Price	$ 21.37	$ 21.37
Options Expired, Number of Shares		(200,000)							(200,000)	[1]
Options Expired, Weighted Average Exercise Price	$ 46.12	$ 46.12
Ending Balance, Number of Shares	38,800,000	38,800,000
Ending Balance, Weighted Average Exercise Price	$ 23.99	$ 23.99
Weighted Average Remaining Contractual Term at Period End	3.9	3.9
Aggregate Intrinsic Value at Period End	39,200,000	39,200,000
Vested or Expected-to-Vest Options, Number of Shares at Period End	36,900,000	36,900,000
Vested or Expected-to-Vest Options, Weighted Average Exercise Price at Period End	$ 23.60	$ 23.60
Vested and Expected-to-Vest Options, Weighted Average Remaining Contractual Term at Period End		3.8
Vested or Expected-to-Vest Options, Aggregate Intrinsic Value at Period End	38,500,000	38,500,000
Exercisable Options, Number of Shares at Period End	25,200,000	25,200,000
Exercisable Options, Weighted Average Exercise Price at Period End	$ 21.28	$ 21.28
Exercisable Options, Weighted Average Remaining Contractual Term at Period End		3.1
Exercisable Options, Aggregate Intrinsic Value at Period End	32,100,000	32,100,000
Closing Stock Price At Plan Period End	$ 17.26	$ 17.26
Intrinsic Value of Options Exercise, Pre-Tax	5,200,000	246,100,000
Total Fair Value of Options Vested	$ 17,200,000	$ 63,400,000

[1] Includes canceled or expired options under the 1996 Plan and the 2000 Plan that expired unexercised after May 18, 2006, which become available for grant under the 2006 Plan according to its terms.

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Cash, Cash Equivalents and Investments (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2009
Cash and cash equivalents	$ 2,722,449	$ 1,811,887	$ 1,460,914	$ 1,604,723
Cash [Member]
Cash and cash equivalents	1,548,000	686,300
Demand Deposits [Member]
Cash and cash equivalents	571,800	413,000
Bank Time Deposits [Member]
Cash and cash equivalents	976,200	273,300
Cash Equivalents [Member]
Cash and cash equivalents	1,174,400	1,125,600
US Treasury Securities [Member]
Cash and cash equivalents	0	76,700
US Government-sponsored Enterprises Debt Securities [Member]
Cash and cash equivalents	0	5,000
Commercial Paper [Member]
Cash and cash equivalents	0	4,000
Money Market Funds [Member]
Cash and cash equivalents	$ 1,174,400	$ 1,039,900

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Segments, Geographical (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Net Revenues by Geographic Region [Line Items]
Total net revenues	$ 1,105,796	$ 1,012,407	$ 3,327,952	$ 2,903,325
United States
Net Revenues by Geographic Region [Line Items]
Total net revenues	502,300	481,200	1,552,300	1,368,000
Other Americas [Member]
Net Revenues by Geographic Region [Line Items]
Total net revenues	54,200	51,600	164,600	147,400
Total Americas [Member]
Net Revenues by Geographic Region [Line Items]
Total net revenues	556,500	532,800	1,716,900	1,515,400
Europe Middle East And Africa [Member]
Net Revenues by Geographic Region [Line Items]
Total net revenues	311,300	275,900	940,200	829,500
Asia Pacific [Member]
Net Revenues by Geographic Region [Line Items]
Total net revenues	$ 238,000	$ 203,700	$ 670,900	$ 558,400

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Derivative Instruments (Tables)

9 Months Ended

Sep. 30, 2011

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments [Table Text Block]

The notional amount of Company's foreign currency derivatives are summarized as follows (in millions):

	As of
	September 30, 2011		December 31, 2010
Cash flow hedges	$	195.9	$	110.4
Non-designated hedges	138.3		74.4
Total	$	334.2	$	184.8

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Cash flows from operating activities:
Consolidated net income	$ 328,849	$ 429,290
Adjustments to reconcile consolidated net income to net cash from operating activities:
Depreciation and amortization	125,986	112,366
Non-cash portion of share-based compensation	165,236	129,555
Deferred income taxes	(6,014)	26,425
Loss (gain) on equity investments	982	(3,232)
Excess tax benefits from share-based compensation	(44,524)	(32,932)
Amortization of debt issuance costs	509	0
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable, net	152,019	(15,093)
Prepaid expenses and other assets	14,103	(67,813)
Accounts payable	(25,962)	8,464
Accrued compensation	(62,625)	8,390
Accrued litigation settlements	0	(169,330)
Income tax payable	70,241	(16,900)
Other accrued liabilities	23,309	836
Deferred revenue	1,012	31,274
Net cash provided by operating activities	743,121	441,300
Cash flows from investing activities:
Purchases of property and equipment	(187,886)	(137,481)
Purchases of trading investments	(4,575)	(2,338)
Purchases of available-for-sale investments	(1,893,474)	(1,361,510)
Proceeds from sales of available-for-sale investments	1,050,936	440,788
Proceeds from maturities of available-for-sale investments	446,150	744,464
Payment for business acquisition, net of cash and cash equivalents acquired	(31,101)	(133,333)
Changes in restricted cash	(1,144)	(12,432)
Purchases of privately-held and other equity investments, net	(32,402)	(5,288)
Net cash used in investing activities	(653,496)	(467,130)
Cash flows from financing activities:
Proceeds from issuance of common stock	341,063	257,693
Purchases and retirement of common stock	(548,590)	(388,698)
Issuance of long-term debt, net	991,556	0
Change in customer financing arrangements	(7,616)	(16,906)
Excess tax benefit from share-based compensation	44,524	32,932
Return of capital to noncontrolling interest	0	(3,000)
Net cash provided by (used in) financing activities	820,937	(117,979)
Net increase (decrease) in cash and cash equivalents	910,562	(143,809)
Cash and cash equivalents at beginning of period	1,811,887	1,604,723
Cash and cash equivalents at end of period	$ 2,722,449	$ 1,460,914

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Business Combination (Tables)

9 Months Ended

Sep. 30, 2011

Business Combinations [Abstract]

Schedule of Purchase Price Allocation [Table Text Block]

Total purchase consideration for these acquisitions at the acquisition dates was allocated as follows (in millions):

	2011 Acquisitions
Net tangible assets acquired	$	1.7
Intangible assets acquired	28.4
Goodwill	0.4
Total	$	30.5

Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block]

The following table presents details of the intangible assets acquired through the business combinations completed in the first nine months of 2011 (in millions, except years):

	2011 Acquisitions
	Estimated Useful Life (In Years)	Amount
Existing or Core technology	10	$	21.9
Support agreements and related relationships	4	5.1
Patents	5	1.4
Total		$	28.4

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Cash, Cash Equivalents, and Investments - Textuals (Details) (USD $)	3 Months Ended	9 Months Ended				3 Months Ended	9 Months Ended				3 Months Ended		9 Months Ended
	Sep. 30, 2011 Year month investments	Sep. 30, 2011 Year issuers day month investments	Sep. 30, 2010	Dec. 31, 2010 investments	Apr. 08, 2010	Sep. 30, 2011 Fair Value, Measurements, Nonrecurring [Member] Fair Value, Inputs, Level 3 [Member] Cost Method Investee, Privately Held Companies	Sep. 30, 2011 Fair Value, Measurements, Nonrecurring [Member] Fair Value, Inputs, Level 3 [Member] Cost Method Investee, Privately Held Companies	Sep. 30, 2010 Fair Value, Measurements, Nonrecurring [Member] Fair Value, Inputs, Level 3 [Member] Cost Method Investee, Privately Held Companies	Sep. 30, 2011 Fair Value, Measurements, Nonrecurring [Member] Cost Method Investee, Privately Held Companies	Dec. 31, 2010 Fair Value, Measurements, Nonrecurring [Member] Cost Method Investee, Privately Held Companies	Sep. 30, 2011 Cost Method Investee, Privately Held Companies	Sep. 30, 2010 Cost Method Investee, Privately Held Companies	Sep. 30, 2011 Cost Method Investee, Privately Held Companies	Sep. 30, 2010 Cost Method Investee, Privately Held Companies	Dec. 31, 2010 Cost Method Investee, Privately Held Companies
Total investments In unrealized loss position	157	157		73
Decrease in Restricted Cash	$ 2,300,000	$ 30,000,000
Business Acquisition, Cash Value of Unvested Restricted Shares	2,300,000	2,300,000			10,700,000
Business Acquisition, Payments for Restricted Shares That Have Vested	8,400,000	8,400,000
Vesting period for restricted shares (in months)	12	12
Minority equity investment									400,000	800,000	51,000,000		51,000,000		22,100,000
Investment in privately-held companies											23,800,000	4,600,000	32,500,000	9,800,000
Cost Method Investment, Other than Temporary Impairment						1,800,000	1,800,000	0
Gain (loss) on equity investments		$ (982,000)	$ 3,232,000								$ (1,100,000)		$ (982,000)	$ 3,232,000

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Cash, Cash Equivalents and Investments (Tables)

9 Months Ended

Sep. 30, 2011

Cash Cash Equivalents And Investments [Abstract]

Cash and cash equivalents [Table Text Block]

The following table summarizes the Company's cash and cash equivalents (in millions):

	As of
	September 30, 2011		December 31, 2010
Cash:
Demand deposits	$	571.8	$	413.0
Time deposits	976.2		273.3
Total cash	1,548.0		686.3
Cash equivalents:
U.S. government securities	—		76.7
Government-sponsored enterprise obligations	—		5.0
Commercial paper	—		4.0
Money market funds	1,174.4		1,039.9
Total cash equivalents	1,174.4		1,125.6
Total cash and cash equivalents	$	2,722.4	$	1,811.9

Unrealized gains and losses, and fair value of available-for-sale and trading securities [Text Block]

The following table summarizes the Company's unrealized gains and losses, and fair value of investments designated as available-for-sale and trading securities, as of September 30, 2011, and December 31, 2010 (in millions):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
As of September 30, 2011:
Fixed income securities:
U.S. government securities	$	361.6	$	—	$	(0.1	)	$	361.5
Government-sponsored enterprise obligations	368.2		0.3		(0.1		)	368.4
Foreign government debt securities	2.4		—		—			2.4
Certificates of deposit	38.0		—		—			38.0
Asset-backed securities	111.7		0.3		(0.1		)	111.9
Corporate debt securities	516.1		0.7		(1.2		)	515.6
Total fixed income securities	1,398.0		1.3		(1.5		)	1,397.8
Total available-for-sale securities	1,398.0		1.3		(1.5		)	1,397.8
Trading securities (1)	10.1		—		—			10.1
Total	$	1,408.1	$	1.3	$	(1.5	)	$	1,407.9
Reported as:
Short-term investments	$	632.3	$	0.2	$	(0.1	)	$	632.4
Long-term investments	775.8		1.1		(1.4		)	775.5
Total	$	1,408.1	$	1.3	$	(1.5	)	$	1,407.9

________________________________

(1) Balance includes the Company's non-qualified deferred compensation plan assets. For additional information, see Note 12, Employee Benefits, under the section Deferred Compensation Plan.

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
As of December 31, 2010:
Fixed income securities:
U.S. government securities	$	158.2	$	0.2	$	—		$	158.4
Government-sponsored enterprise obligations	213.8		0.4		(0.2		)	214.0
Foreign government debt securities	46.8		0.2		—			47.0
Certificates of deposit	20.9		0.1		—			21.0
Commercial paper	9.5		—		—			9.5
Asset-backed securities	90.1		—		(0.1		)	90.0
Corporate debt securities	459.7		2.2		(0.2		)	461.7
Total fixed income securities	999.0		3.1		(0.5		)	1,001.6
Total available-for-sale securities	999.0		3.1		(0.5		)	1,001.6
Trading securities (1)	8.1		—		—			8.1
Total	$	1,007.1	$	3.1	$	(0.5	)	$	1,009.7
Reported as:
Short-term investments	$	473.6	$	0.9	$	—		$	474.5
Long-term investments	533.5		2.2		(0.5		)	535.2
Total	$	1,007.1	$	3.1	$	(0.5	)	$	1,009.7

________________________________

(1) Balance includes the Company's non-qualified deferred compensation plan assets. For additional information, see Note 12, Employee Benefits, under the section Deferred Compensation Plan.

Maturities of available-for-sale investments and publicly-traded securities [Text Block]

The following table presents the maturities of the Company's available-for-sale and trading securities, as of September 30, 2011 (in millions):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Due within one year	$	622.2	$	0.2	$	(0.1	)	$	622.3
Due between one and five years	775.8		1.1		(1.4		)	775.5
No contractual maturity	10.1		—		—			10.1
Total	$	1,408.1	$	1.3	$	(1.5	)	$	1,407.9

Trading and available-for-sale investments in an unrealized loss position [Text Block]

The following tables present the Company's trading and available-for-sale investments that are in an unrealized loss position as of September 30, 2011, and December 31, 2010 (in millions):

	Less than 12 Months					12 Months or Greater				Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
As of September 30, 2011
Corporate debt securities	$	284.0	$	(1.3	)	$	—	$	—	$	284.0	$	(1.3	)
U.S. government securities	136.0		(0.1		)	—		—		136.0		(0.1		)
Government-sponsored enterprise obligations	213.6		(0.1		)	—		—		213.6		(0.1		)
Asset-backed securities (1)	64.3		—			0.8		—		65.1		—
Total	$	697.9	$	(1.5	)	$	0.8	$	—	$	698.7	$	(1.5	)

________________________________

(1) Balance includes investments that were in an immaterial unrealized loss position as of September 30, 2011.

	Less than 12 Months					12 Months or Greater				Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
As of December 31, 2010
Corporate debt securities (1)	$	104.3	$	(0.2	)	$	28.8	$	—	$	133.1	$	(0.2	)
Government-sponsored enterprise obligations	57.8		(0.2		)	—		—		57.8		(0.2		)
Foreign government debt securities (1)	—		—			6.2		—		6.2		—
Commercial paper (1)	5.0		—			—		—		5.0		—
Asset-backed securities	54.7		(0.1		)	—		—		54.7		(0.1		)
Total	$	221.8	$	(0.5	)	$	35.0	$	—	$	256.8	$	(0.5	)

 ________________________________

(1) Balance includes investments that were in an immaterial unrealized loss position as of December 31, 2010.

Restricted cash and investments [Text Block]

The following table summarizes the Company's cash and investments that are classified as restricted cash and investments in the condensed consolidated balance sheets (in millions):

	As of
	September 30, 2011		December 31, 2010
Restricted cash:
Demand deposits	$	0.5	$	1.7
Total restricted cash	0.5		1.7
Restricted investments:
U.S. government securities	—		0.6
Corporate debt securities	1.8		2.7
Mutual funds	1.2		—
Money market funds	87.0		114.3
Total restricted investments	90.0		117.6
Total restricted cash and investments	$	90.5	$	119.3

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Income Taxes (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Income Tax Contingency [Line Items]
Income tax provision	$ 37,398,000	$ 61,404,000	$ 120,383,000	$ 117,225,000
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Effective tax rate	30.90%	31.40%	26.80%	21.40%
Federal statutory rate	35.00%	35.00%	35.00%	35.00%
Income tax benefit from change in estimate of unrecognized tax benefits related to share-based compensation				54,100,000
Income Tax Reconciliation, Change in Deferred Tax Assets Valuation Allowance		3,200,000		8,400,000
Possible decrease in gross unrecognized tax benefits within next 12 months	5,500,000		5,500,000
Domestic Country [Member]
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Unrecognized Tax Benefits, Increases Resulting from Current Period Tax Positions			7,500,000
Foreign Country [Member]
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Number of Ongoing Tax Examinations	2		2
Interest and penalties recorded	$ 4,600,000		$ 4,600,000

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Employee Benefit Plans, Share Based Compensation by Share Based Payment Award Types (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2010
Share-based Compensation Expense by Award Type
Share-Based Compensation Expense, Total	$ 60.5	$ 44.4	$ 169.6	$ 129.6
Employee Benefit Textuals [Abstract]
Employee Contribution Matched in Percent			25.00%
Matching Contributions to Plan	3.9	3.2	13.7	10.7
Deferred Compensation Liability	10.1		10.1		8.1
Stock Options [Member]
Share-based Compensation Expense by Award Type
Share-Based Compensation Expense, Total	18.8	20.5	58.4	61.4
Employee Benefit Textuals [Abstract]
Unrecognized Compensation Cost Related to Unvested Stock Options - Adjusted for Forfeitures	105.5		105.5
Weighted Average Period that Unrecognized Compensation Cost Will be Recognized (years)			2.3
Assumed Options [Member]
Share-based Compensation Expense by Award Type
Share-Based Compensation Expense, Total	0	0	0	0.6
RSU's and PSA's
Share-based Compensation Expense by Award Type
Share-Based Compensation Expense, Total	35.6	19.1	93.6	54.6
Employee Benefit Textuals [Abstract]
Unrecognized Compensation Cost Related to Unvested Stock Options - Adjusted for Forfeitures	249.1		249.1
Weighted Average Period that Unrecognized Compensation Cost Will be Recognized (years)			2.2
Assumed Restricted Stock Units [Member]
Share-based Compensation Expense by Award Type
Share-Based Compensation Expense, Total	0	0	0	0.5
Employee Stock Purchase Plan [Member]
Share-based Compensation Expense by Award Type
Share-Based Compensation Expense, Total	4.6	3.5	13.2	9.9
Other Acquisition Related Compensation [Member]
Share-based Compensation Expense by Award Type
Share-Based Compensation Expense, Total	$ 1.5	$ 1.3	$ 4.4	$ 2.6

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Summary of Significant Accounting Policies (Notes)

9 Months Ended

Sep. 30, 2011

Accounting Policies [Abstract]

Summary of Significant Accounting Policies [Text Block]

Summary of Significant Accounting Policies

Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-08, Topic 350 - Intangibles - Goodwill and Other ("ASU 2011-08"), which amends Topic 350 to allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based the qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. This guidance is effective for annual and interim goodwill test performed for years beginning after December 15, 2011. Early adoption is permitted. The Company's adoption of ASU 2011-08 is not expected to have an impact on its consolidated results of operations or financial condition.

In June 2011, the FASB issued ASU No. 2011-05, Topic 220 - Presentation of ComprehensiveIncome (“ASU 2011-05”), which requires an entity to present total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements and eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This guidance is effective for fiscal years and interim periods, beginning after December 15, 2011. The Company's adoption of ASU 2011-05 will not have an impact on its consolidated results of operations or financial condition.

In May 2011, the FASB issued ASU No. 2011-04, Topic 820 - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”), which amends current fair value measurement and disclosure guidance to converge with International Financial Reporting Standards ("IFRS") and provides increased transparency around valuation inputs and investment categorization. This guidance is effective for fiscal years and interim periods, beginning after December 15, 2011. Early application by public companies is not permitted. The Company's adoption of ASU 2011-04 is not expected to have an impact on its consolidated results of operations or financial condition.

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Equity (Notes)

9 Months Ended

Sep. 30, 2011

Stockholders' Equity Note [Abstract]

Equity [Text Block]

Equity

Stock Repurchase Activities

In February 2010, the Company’s Board of Directors (the “Board”) approved a stock repurchase program (the “2010 Stock Repurchase Program”) which authorized the Company to repurchase up to $1.0 billion of its common stock. This authorization was in addition to the stock repurchase program approved by the Board in March 2008 (the “2008 Stock Repurchase Program”), which also enabled the Company to repurchase up to $1.0 billion of the Company’s common stock.

The Company repurchased and retired approximately 8.9 million shares of its common stock at an average price of $21.47 per share for an aggregate purchase price of $191.0 million during the three months ended September 30, 2011, and approximately 17.5 million shares of its common stock at an average price of $30.93 per share for an aggregate purchase price of $541.2 million during the nine months ended September 30, 2011, under its 2010 Stock Repurchase Program. The Company repurchased and retired approximately 5.0 million shares of its common stock at an average price of $26.81 per share for an aggregate purchase price of $134.9 million during the three months ended September 30, 2010, and approximately 14.3 million shares of its common stock at an average price of $27.09 for an aggregate purchase price of $386.7 million during the nine months ended September 30, 2010, under the two stock repurchase programs. There were no remaining authorized funds under the 2008 Stock Repurchase Program and $213.8 million remaining authorized funds under the 2010 Stock Repurchase Program as of September 30, 2011.

Comprehensive Income Attributable to Juniper Networks

Comprehensive income attributable to Juniper Networks consists of the following (in millions):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011			2010		2011			2010
Consolidated net income	$	83.7		$	134.3	$	328.8		$	429.3
Other comprehensive income (loss), net of tax:
Change in unrealized (loss) gain on investments, net of tax of nil	(8.7		)	8.7		(5.8		)	7.0
Change in foreign currency translation adjustment, net of tax of nil	(7.5		)	6.3		1.7			(1.2		)
Total other comprehensive income (loss), net of tax	(16.2		)	15.0		(4.1		)	5.8
Consolidated comprehensive income	67.5			149.3		324.7			435.1
Adjust for comprehensive loss (income) attributable to noncontrolling interest, net of tax	—			0.2		0.1			(1.1		)
Comprehensive income attributable to Juniper Networks	$	67.5		$	149.5	$	324.8		$	434.0

The following table summarizes equity activity for the three and nine months ended September 30, 2011 (in millions):

	Common Stock & Additional Paid-in-Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Non- controlling Interest			Total Equity
Balance at December 31, 2010	$	9,717.8		$	(1.3	)	$	(3,108.3	)	$	0.6		$	6,608.8
Consolidated net income	—			—			129.8			(0.1		)	129.7
Change in unrealized gain on investments, net of tax of nil	—			4.4			—			—			4.4
Change in foreign currency translation adjustment, net of tax of nil	—			6.6			—			—			6.6
Issuance of shares in connection with Employee Stock Purchase Plan	23.7			—			—			—			23.7
Exercise of stock options by employees	241.7			—			—			—			241.7
Repurchase and retirement of common stock	(70.3		)	—			(129.9		)	—			(200.2		)
Repurchases related to net issuances	(1.8		)	—			(3.1		)	—			(4.9		)
Share-based compensation expense	47.6			—			—			—			47.6
Adjustment related to tax benefit from employee stock option plans	39.4			—			—			—			39.4
Balance at March 31, 2011	9,998.1			9.7			(3,111.5		)	0.5			6,896.8
Consolidated net income	—			—			115.6			(0.1		)	115.5
Change in unrealized loss on investments, net of tax of nil	—			(1.5		)	—			—			(1.5		)
Change in foreign currency translation adjustment, net of tax of nil	—			2.6			—			—			2.6
Exercise of stock options by employees	37.9			—			—			—			37.9
Repurchase and retirement of common stock	(55.2		)	—			(94.8		)	—			(150.0		)
Share-based compensation expense	58.6			—			—			—			58.6
Adjustment related to tax benefit from employee stock option plans	2.0			—			—			—			2.0
Balance at June 30, 2011	10,041.4			10.8			(3,090.7		)	0.4			6,961.9
Consolidated net income	—			—			83.7			—			83.7
Change in unrealized loss on investments, net of tax of nil	—			(8.7		)	—			—			(8.7		)
Change in foreign currency translation adjustment, net of tax of nil	—			(7.5		)	—			—			(7.5		)
Issuance of shares in connection with Employee Stock Purchase Plan	28.0			—			—			—			28.0
Exercise of stock options by employees	8.3			—			—			—			8.3
Repurchase and retirement of common stock	(130.7		)	—			(60.3		)	—			(191.0		)
Repurchases related to net issuances	(1.2		)	—			(1.2		)	—			(2.4		)
Share-based compensation expense	59.0			—			—			—			59.0
Adjustment related to tax benefit from employee stock option plans	6.9			—						—			6.9
Balance at September 30, 2011	$	10,011.7		$	(5.4	)	$	(3,068.5	)	$	0.4		$	6,938.2

The following table summarizes equity activity for the three and nine months ended September 30, 2010 (in millions):

	Common Stock & Additional Paid-in-Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Non- controlling Interest			Total Equity
Balance at December 31, 2009	$	9,060.1		$	(1.4	)	$	(3,236.5	)	$	2.6		$	5,824.8
Consolidated net income	—			—			163.1			1.5			164.6
Change in unrealized loss on investments, net of tax of nil	—			(0.4		)	—			—			(0.4		)
Change in foreign currency translation adjustment, net of tax of nil	—			(2.7		)	—			—			(2.7		)
Issuance of shares in connection with Employee Stock Purchase Plan	20.8			—			—			—			20.8
Exercise of stock options by employees	101.2			—			—			—			101.2
Return of capital to noncontrolling interest	—			—			—			(2.0		)	(2.0		)
Repurchase and retirement of common stock	(5.7		)	—			(68.7		)	—			(74.4		)
Repurchases related to net issuances	—			—			(1.8		)	—			(1.8		)
Share-based compensation expense	40.6			—			—			—			40.6
Adjustment related to tax benefit from employee stock option plans	50.6			—			—			—			50.6
Balance at March 31, 2010	9,267.6			(4.5		)	(3,143.9		)	2.1			6,121.3
Consolidated net income	—			—			130.5			(0.2		)	130.3
Change in unrealized loss on investments, net of tax of nil	—			(1.3		)	—			—			(1.3		)
Change in foreign currency translation adjustment, net of tax of nil	—			(4.8		)	—			—			(4.8		)
Exercise of stock options by employees	53.7			—			—			—			53.7
Return of capital to noncontrolling interest	—			—			—			(1.0		)	(1.0		)
Shares assumed in connection with business acquisition	2.3			—			—			—			2.3
Repurchase and retirement of common stock	(9.1		)	—			(168.3		)	—			(177.4		)
Share-based compensation expense	43.3			—			—			—			43.3
Adjustment related to tax benefit from employee stock option plans	5.4			—			—			—			5.4
Balance at June 30, 2010	9,363.2			(10.6		)	(3,181.7		)	0.9			6,171.8
Consolidated net income	—			—			134.5			(0.2		)	134.3
Change in unrealized loss on investments, net of tax of nil	—			8.7			—			—			8.7
Change in foreign currency translation adjustment, net of tax of nil	—			6.3			—			—			6.3
Issuance of shares in connection with Employee Stock Purchase Plan	21.0			—			—			—			21.0
Exercise of stock options by employees	62.4			—			—			—			62.4
Repurchase and retirement of common stock	(44.4		)	—			(90.5		)	—			(134.9		)
Repurchases related to net issuances	—			—			(0.1		)	—			(0.1		)
Share-based compensation expense	43.1			—			—			—			43.1
Adjustment related to tax benefit from employee stock option plans	4.3			—			—			—			4.3
Balance at September 30, 2010	$	9,449.6		$	4.4		$	(3,137.8	)	$	0.7		$	6,316.9

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Other Financial Information, Interest and Other Income Net (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Component of Other Income, Nonoperating [Line Items]
Interest income	$ 2,200,000	$ 2,800,000	$ 7,200,000	$ 8,000,000
Interest expense	(14,000,000)	(2,600,000)	(35,600,000)	(6,200,000)
Other	(4,200,000)	0	(7,700,000)	3,900,000
Other income (expense), net	(15,957,000)	205,000	(36,107,000)	5,729,000
Legal Fees	$ 1,400,000		$ 6,800,000

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Derivative Instruments, Gain (Loss) (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain recognized in accumulated other comprehensive income, effective portion		$ 2.9	$ 1.5
Loss recognized in accumulated other comprehensive income, effective portion	5.6			(1.6)
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member] | Operating Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain reclassified from accumulated other comprehensive income into Statements of Operations, effective portion	1.2		3.4
Loss reclassified from accumulated other comprehensive income into Statements of Operations, effective portion		(1.5)		(4.8)
Foreign Exchange Contract [Member] | Nondesignated [Member] | Interest And Other Income, Net [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments not designated as hedging instruments, gain	0.8	0.5	1.0
Derivative instruments not designated as hedging instruments, loss				(0.9)
Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) on Cash Flow Hedge Ineffectiveness, Net	$ 0	$ 0	$ 0	$ 0

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Segments (Details) (USD $)	3 Months Ended				9 Months Ended
	Sep. 30, 2011		Sep. 30, 2010		Sep. 30, 2011		Sep. 30, 2010
Net Revenues [Abstract]
Total net revenues	$ 1,105,796,000		$ 1,012,407,000		$ 3,327,952,000		$ 2,903,325,000
Segment Operating Income [Abstract]
Total segment operating income	221,200,000		244,500,000		709,200,000		689,900,000
Amortization of purchased intangible assets	(6,700,000)	[1]	(2,400,000)	[1]	(20,200,000)	[1]	(5,000,000)	[1]
Share-based Compensation Expense	(60,500,000)		(44,400,000)		(169,600,000)		(129,600,000)
Share-based payroll tax expense	(200,000)		(500,000)		(9,200,000)		(3,800,000)
Restructuring	(16,813,000)		(181,000)		(15,550,000)		(8,550,000)
Acquisition-related and other charges	0	[2]	(1,500,000)	[2]	(9,300,000)	[2]	(2,100,000)	[2]
Operating income	137,026,000		195,536,000		485,339,000		540,786,000
Other (expense) income, net	(15,957,000)		205,000		(36,107,000)		5,729,000
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	121,069,000		195,741,000		449,232,000		546,515,000
Infrastructure Segment [Member]
Net Revenues [Abstract]
Total net revenues	834,500,000		744,100,000		2,573,400,000		2,143,100,000
Segment Operating Income [Abstract]
Total segment operating income	154,600,000		179,900,000		573,800,000		537,600,000
Depreciation by Segment [Abstract]
Depreciation expense	28,700,000		27,800,000		81,300,000		78,900,000
Infrastructure Routers [Member]
Net Revenues [Abstract]
Total net revenues	703,000,000		642,600,000		2,213,600,000		1,872,100,000
Infrastructure Switches [Member]
Net Revenues [Abstract]
Total net revenues	131,500,000		101,500,000		359,800,000		271,000,000
Service Layer Technologies Segment [Member]
Net Revenues [Abstract]
Total net revenues	271,300,000		268,300,000		754,600,000		760,200,000
Segment Operating Income [Abstract]
Total segment operating income	66,600,000		64,600,000		135,400,000		152,300,000
Depreciation by Segment [Abstract]
Depreciation expense	$ 8,000,000		$ 9,400,000		$ 24,500,000		$ 28,500,000

[1] Amount includes amortization expense of purchased intangible assets in operating expenses and in cost of revenues.

[2] Amount includes acquisition-related costs in operating expenses and in cost of revenues.

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Basis of Presentation (Details)	Sep. 30, 2011
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Company's interest in the joint venture - NSN	60.00%

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Commitments and Contingencies (Notes)

9 Months Ended

Sep. 30, 2011

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies [Text Block]

Commitments and Contingencies

Commitments

The following table summarizes the Company’s future principal contractual obligations as of September 30, 2011 (in millions):

	Total		2011		2012		2013		2014		2015		Thereafter		Other
Operating leases	$	359.4	$	14.6	$	56.3	$	49.0	$	62.2	$	51.9	$	125.4	$	—
Purchase commitments	140.4		140.4		—		—		—		—		—		—
Tax liabilities	111.6		—		—		—		—		—		—		111.6
Long-term debt	1,000.0		—		—		—		—		—		1,000.0		—
Interest payment on long-term debt	873.1		—		46.9		46.9		46.9		46.9		685.5		—
Other contractual obligations	84.5		67.1		7.5		4.9		3.0		2.0		—		—
Total	$	2,569.0	$	222.1	$	110.7	$	100.8	$	112.1	$	100.8	$	1,810.9	$	111.6

Operating Leases

The Company leases its facilities under operating leases that expire at various times, the longest of which expires on November 30, 2022. Future minimum payments under the non-cancelable operating leases totaled $359.4 million as of September 30, 2011. Rent expense was $17.0 million and $49.6 million for the three and nine months ended September 30, 2011, respectively, and $14.0 million and $41.8 million for the three and nine months ended September 30, 2010, respectively.

Purchase Commitments

In order to reduce manufacturing lead times and ensure adequate component supply, contract manufacturers utilized by the Company place non-cancelable, non-returnable (“NCNR”) orders for components based on the Company’s build forecasts. As of September 30, 2011, there were NCNR component orders placed by the contract manufacturers with a value of $140.4 million. The contract manufacturers use the components to build products based on the Company’s forecasts and customer purchase orders received by the Company. Generally, the Company does not own the components and title to the products transfers from the contract manufacturers to the Company and immediately to the Company’s customers upon delivery at a designated shipment location. If the components remain unused or the products remain unsold for specified periods, the Company may incur carrying charges or obsolete materials charges for components that the contract manufacturers purchased to build products to meet the Company’s forecast or customer orders. As of September 30, 2011, the Company had accrued $15.5 million based on its estimate of such charges.

Tax Liabilities

As of September 30, 2011, the Company had $111.6 million included in long-term liabilities in the condensed consolidated balance sheet for unrecognized tax positions. At this time, the Company is unable to make a reasonably reliable estimate of the timing of payments related to the additional $111.6 million in liability due to uncertainties in the timing of tax audit outcomes.

Long-Term Debt and Interest Payment on Long-Term Debt

As of September 30, 2011, the Company held long-term debt with a carrying value of $999.0 million. Of these notes, $300.0 million will mature in 2016 and bears interest at a fixed rate of 3.10%, $300.0 million will mature in 2021 and bears interest at a fixed rate of 4.60%, and $400.0 million will mature in 2041 and bears interest at 5.95%. Interest on the notes is payable semiannually. See Note 9, Financing, for further discussion of the Company's long-term debt.

Other Contractual Obligations

As of September 30, 2011, other contractual obligations primarily consisted of $37.0 million in indemnity-related and service related escrows, required by certain acquisitions completed in 2005 and 2010, $28.7 million in campus build-out obligations, and other miscellaneous commitments.

Guarantees

The Company enters into agreements with customers that contain indemnification provisions relating to potential situations where claims could be alleged that the Company’s products infringe the intellectual property rights of a third-party. Other guarantees or indemnification arrangements include guarantees of product and service performance, guarantees related to third-party customer-financing arrangements, and standby letters of credit for certain lease facilities. As of September 30, 2011, and December 31, 2010, the Company had $21.3 million and $21.6 million, respectively, in guarantees and standby letters of credit.

Legal Proceedings

The Company is involved in disputes, litigation, and other legal actions, including, but not limited to, the matters described below. The Company is aggressively defending its current litigation matters, and while the Company currently believes that there are no existing claims or proceedings that are likely to have a material adverse effect on its financial position, the outcome of these matters is currently not determinable. There are many uncertainties associated with any litigation, and these actions or other third-party claims against the Company may cause the Company to incur costly litigation and/or substantial settlement charges. In addition, the resolution of any intellectual property litigation may require the Company to make royalty payments, which could adversely affect gross margins in future periods. If any of those events were to occur, the Company's business, financial condition, results of operations, and cash flows could be adversely affected. The actual liability in any such matters may be materially different from the Company's estimates, which could result in the need to adjust the liability and record additional expenses.

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”), Juniper Networks and certain of Juniper Networks' officers. This action was brought on behalf of purchasers of the Company's common stock in its initial public offering in June 1999 and the Company's 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 the Company's 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, the 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. The defendants in the coordinated proceeding filed motions to dismiss. On February 19, 2003, the Court granted in part and denied in part the motion to dismiss, but declined to dismiss the claims against the Company.

The parties have reached a global settlement of the litigation. Under the settlement, the insurers are to pay the full amount of settlement share allocated to the Company, and the Company will bear no financial liability. The Company and other defendants will receive complete dismissals from the case. In October 2009, the Court entered an Opinion and Order granting final approval of the settlement. Certain objectors appealed; several of the appeals were dismissed. Following remand from the appellate court, the district court in August 2011 determined that the remaining appellant was not a class member with standing to object to the settlement; that August order is now on appeal. 

2011 Federal Securities Class Action

On August 15, 2011, a purported securities class action lawsuit, captioned City of Royal Oak Retirement System v. Juniper Networks, Inc., et al., Case No. 11-cv-04003-LHK, was filed in the United States District Court for the Northern District of California naming the Company and certain of its officers and directors as defendants. The complaint alleges that the defendants made false and misleading statements regarding the Company's business practices and financial results. The complaint is purportedly brought on behalf of all persons who purchased or otherwise acquired the Company's common stock between July 20, 2010 and July 26, 2011. The complaint asserts claims for violation of Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 and violation of Rule 10b-5. The complaint seeks, among other relief, compensatory damages in an unspecified amount, unspecified equitable or injunctive relief, and attorneys' fees and costs.

2011 California State Derivative Lawsuits

Between August 22 and September 9, 2011, four purported shareholder derivative actions were filed in the Superior Court of the State of California, County of Santa Clara, naming certain of the Company's officers and directors as defendants. The Company is named only as a nominal defendant in the actions. Three of the actions were consolidated as In re Juniper Networks, Inc. Shareholder Litigation, Case No. 1-11-CV-207701 (Lead Case), by order dated September 12, 2011. The complaints are generally based upon the disclosures and alleged omissions challenged in the securities class action. The Company anticipates that the fourth purported shareholder derivative action captioned Van Meter v. Johnson, et al., Case No. 1-11-CV-208916, will be consolidated into the consolidated action. The complaints purport to assert claims against the defendants for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The complaints seek, among other relief, damages in an unspecified amount, restitution, and attorneys' fees and costs.

2011 Federal Derivative Lawsuit

On September 27, 2011, a purported shareholder derivative action, captioned Ratinova v. Johnson, et al., Case No. 11-cv-04792-HRL, was filed in the United States District Court for the Northern District of California naming certain of the Company's officers and directors as defendants. The Company is named only as a nominal defendant in the action. Like the state derivative actions, the federal derivative lawsuit is generally based upon the disclosures and alleged omissions challenged in the securities class action. The complaint purports to assert claims against the defendants for breach of fiduciary duties and unjust enrichment. The complaint seeks, among other relief, damages in an unspecified amount, restitution, and attorneys' fees and costs.

IRS Notices of Proposed Adjustments

In May 2011, as a result of its audit of the Company's U.S. federal income tax returns for the 2005 and 2006 fiscal years, the IRS issued a Preliminary Notice of Deficiency (“PNOD”) regarding the Company's transfer pricing transactions under its intercompany R&D cost sharing arrangement related to the license of intangibles acquired in 2005. The asserted changes would affect the Company's income tax liabilities for tax years subsequent to 2005. Because of the PNOD, the estimated incremental tax liabilities for all relative tax years would be approximately $92 million, excluding interest and penalties. The Company has filed a protest to the proposed deficiency with the IRS.

In 2009, the Company received a PNOD from the IRS claiming that the Company owes additional taxes, plus interest and possible penalties, for the 2004 tax year based on a transfer pricing transaction related to the license of acquired intangibles under an intercompany R&D cost sharing arrangement. The asserted changes to the Company's 2004 tax year would affect the Company's income tax liabilities in tax years subsequent to 2003. Because of the PNOD, the estimated incremental tax liability would be approximately $807 million, excluding interest and penalties. The Company has filed a protest to the proposed deficiency with the IRS, which has been referred to the Appeals Division of the IRS. An Appeals conference has been scheduled.

The Company strongly believes the IRS' position with regard to transfer pricing transactions for the Company's 2004 through 2006 fiscal years are inconsistent with applicable tax laws, judicial precedent and existing Treasury regulations, and that the Company's previously reported income tax provisions for the years in question are appropriate. However, there can be no assurance that these matters will be resolved in the Company's favor. Regardless of whether these matters are resolved in the Company's favor, the final resolution of these matters could be expensive and time-consuming to defend and/or settle. While the Company believes it has provided adequately for these matters, there is still a possibility that an adverse outcome from these matters could have a material effect on its results of operations and financial condition.

In September 2008, as part of its ongoing audit of the U.S. federal income tax return for the 2004 fiscal year, the IRS issued a Notice of Proposed Adjustment (“NOPA”) regarding the Company's business credits. The Company believes that it has adequately provided for any reasonable foreseeable outcome related to this proposed adjustment.

The Company has not reached a final resolution with the IRS on an adjustment the IRS proposed for the 1999 and 2000 tax years. The Company is also under routine examination by certain state and non-U.S. tax authorities. The Company believes that it has adequately provided for any reasonably foreseeable outcome related to these audits.

XML

Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Net revenues:
Product	$ 861,935	$ 801,183	$ 2,630,803	$ 2,296,442
Service	243,861	211,224	697,149	606,883
Total net revenues	1,105,796	1,012,407	3,327,952	2,903,325
Cost of revenues:
Product	286,609	247,033	844,746	701,166
Service	107,583	87,587	313,551	252,413
Total cost of revenues	394,192	334,620	1,158,297	953,579
Gross margin	711,604	677,787	2,169,655	1,949,746
Operating expenses:
Research and development	257,096	231,151	776,325	662,913
Sales and marketing	254,933	204,704	747,859	599,382
General and administrative	44,455	43,773	133,639	132,791
Amortization of purchased intangible assets	1,263	917	4,139	3,258
Restructuring	16,813	181	15,550	8,550
Acquisition-related and other charges	18	1,525	6,804	2,066
Total operating expenses	574,578	482,251	1,684,316	1,408,960
Operating income	137,026	195,536	485,339	540,786
Other (expense) income, net	(15,957)	205	(36,107)	5,729
Income before income taxes and noncontrolling interest	121,069	195,741	449,232	546,515
Income tax provision	37,398	61,404	120,383	117,225
Consolidated net income	83,671	134,337	328,849	429,290
Adjust for net (income) loss attributable to noncontrolling interest	(8)	206	124	(1,121)
Net income attributable to Juniper Networks	$ 83,663	$ 134,543	$ 328,973	$ 428,169
Net income per share attributable to Juniper Networks common stockholders:
Basic	$ 0.16	$ 0.26	$ 0.62	$ 0.82
Diluted	$ 0.16	$ 0.25	$ 0.60	$ 0.80
Shares used in computing net income per share:
Basic	529,286	520,581	530,994	522,069
Diluted	536,583	534,880	544,086	537,158

XML

Business Combination, Intangible Assets Acquired (Details) (Business Acquisitions - 2011 [Member], USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2011 Year	Mar. 31, 2011
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, amount		$ 28.4
Existing or Core Technology [Member]
Business Acquisition [Line Items]
Acquired finite-lived intangible asset, estimated useful life (in years)	10
Acquired finite-lived intangible assets, amount		21.9
Support Agreements and Related Relationships [Member]
Business Acquisition [Line Items]
Acquired finite-lived intangible asset, estimated useful life (in years)	4
Acquired finite-lived intangible assets, amount		5.1
Patents [Member]
Business Acquisition [Line Items]
Acquired finite-lived intangible asset, estimated useful life (in years)	5
Acquired finite-lived intangible assets, amount		$ 1.4

XML

Commitments and Contingencies, Legal Proceedings (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2011 Year issuers day month investments
Loss Contingencies [Line Items]
Number of other issuers included in IPO lawsuit allegations	300
Estimated Incremental Tax Liability Excluding Interest And Penalties Related to PNOD	$ 92
Estimated incremental tax liability excluding interest and penalties related to NOPA	$ 807

XML

Goodwill and Purchased Intangible Assets, Estimated Future Amortization Expense Intangible Assets (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract]
Finite-Lived Intangible Assets [Line Items]	$ 0	$ 26.6	$ 28.4	$ 38.8
2011 (remaining three months			6.6
2012			26.4
2013			26.1
2014			24.3
2015			19.3
Thereafter			19.4
Total			$ 122.1

XML

Derivative Instruments (Details) (USD $) In Millions	6 Months Ended	9 Months Ended
	Jun. 30, 2011	Sep. 30, 2011	Dec. 31, 2010
Derivative [Line Items]
Cash flow hedges		$ 195.9	$ 110.4
Non-designated hedges		138.3	74.4
Total		$ 334.2	$ 184.8
General Discussion of Derivative Instruments and Hedging Activities [Abstract]
Maximum Length of Time Hedged in Cash Flow Hedge		less than one year
Maturity Period Of Non Designated Hedges Derivatives	approximately two months

XML

Employee Benefit Plans, Share Based Compensation by Cost and Expense Categories (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Stock Based Compensation Expense Recorded in Cost and Expense Categories
Share-Based Compensation Expense	$ 60.5	$ 44.4	$ 169.6	$ 129.6
Cost of Revenues, Product [Member]
Stock Based Compensation Expense Recorded in Cost and Expense Categories
Share-Based Compensation Expense	1.2	1.0	3.4	3.1
Cost of Revenues, Service [Member]
Stock Based Compensation Expense Recorded in Cost and Expense Categories
Share-Based Compensation Expense	3.8	3.2	12.1	10.0
Research and Development Expense [Member]
Stock Based Compensation Expense Recorded in Cost and Expense Categories
Share-Based Compensation Expense	26.5	19.3	75.4	55.0
Selling and Marketing Expense [Member]
Stock Based Compensation Expense Recorded in Cost and Expense Categories
Share-Based Compensation Expense	20.6	13.4	53.0	39.0
General and Administrative Expense [Member]
Stock Based Compensation Expense Recorded in Cost and Expense Categories
Share-Based Compensation Expense	$ 8.4	$ 7.5	$ 25.7	$ 22.5

XML

Fair Value Measurements (Details) (USD $) In Millions	Sep. 30, 2011		Dec. 31, 2010
Fair Value Measurements (Textuals)
Amount of restricted investments measured at fair value included in the balance of Government Securities			$ 0.6
Amount of restricted investments measured at fair value included in the balance of Corporate Debt Securities	1.8		2.7
Amount of restricted investments measured at fair value included in the balance of Money Market Funds	87.0		114.3
Amount of Restricted Investments Measured at Fair Value Included in Balance of Mutual Funds	1.2
Debt Securities [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	2,661.0		2,244.8
Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	1,680.4		1,441.7
Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	980.6		803.1
Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	0		0
US Government Debt Securities [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	361.5		235.7	[1]
US Government Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	144.8		54.9	[1]
US Government Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	216.7		180.8	[1]
US Government Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	0		0	[1]
US Government-sponsored Enterprises Debt Securities [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	368.4		219.0
US Government-sponsored Enterprises Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	274.2		208.9
US Government-sponsored Enterprises Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	94.2		10.1
US Government-sponsored Enterprises Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	0		0
Foreign Government Debt Securities [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	2.4		47.0
Foreign Government Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	0		21.0
Foreign Government Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	2.4		26.0
Foreign Government Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	0		0
Commercial Paper [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis			13.5
Commercial Paper [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis			0
Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis			13.5
Commercial Paper [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis			0
Corporate Debt Securities [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	517.4	[2]	464.4	[3]
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	0	[2]	2.7	[3]
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	517.4	[2]	461.7	[3]
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	0	[2]	0	[3]
Certificates of Deposit [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	38.0		21.0
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	0		0
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	38.0		21.0
Certificates of Deposit [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	0		0
Asset-backed Securities [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	111.9		90.0
Asset-backed Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	0		0
Asset-backed Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	111.9		90.0
Asset-backed Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	0		0
Money Market Funds [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	1,261.4	[4]	1,154.2	[5]
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	1,261.4	[4]	1,154.2	[5]
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	0	[4]	0	[5]
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	0	[4]	0	[5]
Fair Value, Inputs, Level 3 [Member] | Mutual Funds [Member] | Fair Value, Measurements, Recurring [Member]
Trading securities:
Trading securities measured at fair value on a recurring basis	0	[6]	0
Mutual Funds [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member]
Trading securities:
Trading securities measured at fair value on a recurring basis	11.3	[6]	8.1
Mutual Funds [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Trading securities:
Trading securities measured at fair value on a recurring basis	11.3	[6]	8.1
Mutual Funds [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Trading securities:
Trading securities measured at fair value on a recurring basis	0	[6]	0
Fair Value, Inputs, Level 3 [Member] | Foreign Exchange Contract [Member] | Fair Value, Measurements, Recurring [Member]
Derivative assets:
Derivative assets measured at fair value on a recurring basis	0		0
Foreign Exchange Contract [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member]
Derivative assets:
Derivative assets measured at fair value on a recurring basis	0.7		0.4
Foreign Exchange Contract [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Derivative assets:
Derivative assets measured at fair value on a recurring basis	0		0
Foreign Exchange Contract [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Derivative assets:
Derivative assets measured at fair value on a recurring basis	0.7		0.4
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	2,661.0		2,244.8
Trading securities:
Trading securities measured at fair value on a recurring basis	11.3		8.1
Derivative assets:
Derivative assets measured at fair value on a recurring basis	0.7		0.4
Total assets measured at fair value	2,673.0		2,253.3
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	1,680.4		1,441.7
Trading securities:
Trading securities measured at fair value on a recurring basis	11.3		8.1
Derivative assets:
Derivative assets measured at fair value on a recurring basis	0		0
Total assets measured at fair value	1,691.7		1,449.8
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	980.6		803.1
Trading securities:
Trading securities measured at fair value on a recurring basis	0		0
Derivative assets:
Derivative assets measured at fair value on a recurring basis	0.7		0.4
Total assets measured at fair value	981.3		803.5
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Available-for-sale securities measured at fair value on a recurring basis	0		0
Trading securities:
Trading securities measured at fair value on a recurring basis	0		0
Derivative assets:
Derivative assets measured at fair value on a recurring basis	0		0
Total assets measured at fair value	$ 0		$ 0

[1] Balance includes $0.6 million of restricted investments measured at fair market value, related to an acquisition completed in 2005. For additional information regarding the Company's restricted investments, see Note 5, Cash, Cash Equivalents, and Investments, under the heading “Restricted Cash.” Restricted investments are included in the restricted cash balance in the condensed consolidated balance sheet.

[2] Balance includes $1.8 million of restricted investments measured at fair market value, related to the Company's India Gratuity Trust.

[3] Balance includes $2.7 million of restricted investments measured at fair market value, related to the Company's India Gratuity Trust.

[4] Balance includes $87.0 million of restricted investments measured at fair market value, related to the Company's D&O trust and acquisition related escrows.

[5] Balance includes $114.3 million of restricted investments measured at fair market value, related to the Company's D&O trust and acquisition related escrows.

[6] Balance includes $1.2 million of restricted investments measured at fair market value, related to the Company's India Gratuity Trust.

XML

Fair Value Measurements, Assets by Balance Sheet Grouping (Details) (Fair Value, Measurements, Recurring [Member], USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents measured at fair value	$ 0	$ 0
Short-term investments measured at fair value	0	0
Long-term investments measured at fair value	0	0
Restricted cash and investments measured at fair value	0	0
Prepaid expenses and other current assets measured at fair value	0	0
Total assets measured at fair value	0	0
Estimate of Fair Value, Fair Value Disclosure [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents measured at fair value	1,174.4	1,125.6
Short-term investments measured at fair value	632.4	474.5
Long-term investments measured at fair value	775.5	535.2
Restricted cash and investments measured at fair value	90.0	117.6
Prepaid expenses and other current assets measured at fair value	0.7	0.4
Total assets measured at fair value	2,673.0	2,253.3
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents measured at fair value	1,174.4	1,039.9
Short-term investments measured at fair value	140.9	150.7
Long-term investments measured at fair value	288.2	142.2
Restricted cash and investments measured at fair value	88.2	117.0
Prepaid expenses and other current assets measured at fair value	0	0
Total assets measured at fair value	1,691.7	1,449.8
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents measured at fair value	0	85.7
Short-term investments measured at fair value	491.5	323.8
Long-term investments measured at fair value	487.3	393.0
Restricted cash and investments measured at fair value	1.8	0.6
Prepaid expenses and other current assets measured at fair value	0.7	0.4
Total assets measured at fair value	$ 981.3	$ 803.5

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Other Financial Information, Restructuring (Details) (USD $) In Millions	9 Months Ended
	Sep. 30, 2011
Restructuring Reserve [Roll Forward]
Beginning Balance	$ 7.9
Charges	16.8
Cash payments	(8.0)
Non-cash settlements and other adjustments	3.4
Ending Balance	13.3
Facilities [Member]
Restructuring Reserve [Roll Forward]
Beginning Balance	7.7
Charges	0.1
Cash payments	(5.2)
Non-cash settlements and other adjustments	1.5
Ending Balance	1.1
Severance [Member]
Restructuring Reserve [Roll Forward]
Beginning Balance	0.2
Charges	16.7
Cash payments	(2.8)
Non-cash settlements and other adjustments	1.9
Ending Balance	$ 12.2

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Business Combination, Textuals (Details) (USD $) In Millions	3 Months Ended				9 Months Ended
	Sep. 30, 2011		Sep. 30, 2010		Sep. 30, 2011		Sep. 30, 2010
Business Acquisition [Line Items]
Pro Forma results of operations not presented, impact to results of operations not material					0
Goodwill deductible for income tax purposes	$ 0				$ 0
Acquisition-related costs within operating expenses and cost of revenues	$ 0	[1]	$ 1.5	[1]	$ 9.3	[1]	$ 2.1	[1]

[1] Amount includes acquisition-related costs in operating expenses and in cost of revenues.