|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended December 31, 2015
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from__________ to____________
|
Delaware
|
|
77-0422528
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
1133 Innovation Way
|
|
|
Sunnyvale, California
|
|
94089
|
(Address of principal executive offices)
|
|
(Zip code)
|
(408) 745-2000
|
||
(Registrant's telephone number, including area code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.00001 per share
|
|
New York Stock Exchange
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
(Do not check if a
smaller reporting company)
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|||
|
•
|
Reducing capital and operational costs by running multiple services over the same network using our secure, high density, highly automated, and highly reliable platforms;
|
•
|
Creating new or additional revenue opportunities by enabling new services to be offered to new market segments, which includes existing customers and new customers, based on our product capabilities;
|
•
|
Increasing customer satisfaction, while lowering costs, by enabling customers to self-select automatically provisioned service packages that provide the quality, speed, and pricing they desire; and
|
•
|
Providing increased asset longevity and higher return on investment as our customers' networks can scale to multi-terabit rates based on the capabilities of our platforms.
|
•
|
Assist in the consolidation and delivery of existing services and applications;
|
•
|
Accelerate the deployment of new services and applications;
|
•
|
Offer network security across every environment—from the data center to campus and branch environments to assist in the protection and recovery of services and applications; and
|
•
|
Offer operational improvements that enable cost reductions, including lower administrative, training, customer care, and labor costs.
|
•
|
ACX Series:
Our ACX Series Universal Access Routers cost-effectively address current operator challenges to rapidly deploy new high-bandwidth services. With industry-leading performance of up to 60Gbps and support for 10GbE interfaces, the ACX Series is well positioned to address the growing mobile backhaul needs of service providers. The platforms deliver the necessary scale and performance needed to support multi-generation services.
|
•
|
MX Series:
Our MX Series is a family of high-performance, enterprise class and service provider Ethernet routers that functions as a Universal Edge platform capable of supporting business, mobile, and residential services in even the fastest-growing networks and markets. Available in both physical and virtual form factors, powerful routing, switching and security features give the MX Series 3D Universal Edge Routers unmatched flexibility, versatility, and reliability to support advanced services and applications at the edge of the network. The MX platforms utilize our Trio silicon and
|
•
|
M Series:
Our M Series Edge Routers combine IP/multi-protocol label switching, or MPLS, capabilities and can be deployed in small and medium core, multiservice edge, collapsed POP routing, peering, route reflector, and campus or WAN gateway applications. Our M Series provides reliability, stability, security, and a broad array of services. Services include a broad array of VPNs, network-based security, real-time voice and video, bandwidth on demand, rich multicast of premium content, IPv6 services, and granular accounting.
|
•
|
PTX Series:
Our PTX Series Packet Transport Routers are designed for the Converged Supercore. The system is the first supercore packet system in the industry, and delivers powerful capabilities based on innovative ExpressPlus silicon and a forwarding architecture that is focused on optimizing MPLS and Ethernet. The PTX, now available in three form factors —PTX1000, PTX3000 and PTX5000, delivers several critical core functionalities and capabilities, including market-leading density and scalability, cost optimization, high availability, and network simplification. Our PTX Series products can readily adapt to today's rapidly changing traffic patterns for video, mobility, and cloud-based services.
|
•
|
T Series:
Our T Series routers provide the features and multi-terabit scale that service providers need to handle massive growth in core bandwidth requirements. Our T Series routers include, among other features, the following: MPLS Differentiated Services (DiffServ-TE), point-to-multipoint label-switched paths (P2MP LSPs), nonstop routing, unified in-service software upgrades (unified ISSUs), and hierarchical MPLS.
|
•
|
Cloud CPE Solution:
Our Cloud CPE is a fully automated, end-to-end NFV solution that builds on Juniper Networks Contrail Networking to scale across all models for both service provider and enterprise network services. This solution includes Contrail Service Orchestration, a comprehensive management and orchestration platform that delivers and manages virtualized network services such as virtual security, and the NFX250, the first in a planned series of network services platforms that can operate as secure, on-premises devices running multiple virtual network functions, or VNFs, from us and third parties, simultaneously. The NFX250, when used as part of our Cloud CPE solution, eliminates the operational complexities associated with deploying multiple boxes at the customer site.
|
•
|
NorthStar Controller:
Our wide-area network SDN controller automates the creation of traffic-engineering paths across the network, increasing network utilization and enabling a customized programmable networking experience. With the power of Junos OS; WANDL, Inc., or WANDL, optimization algorithms; and transport abstraction, we believe NorthStar Controller enables efficient design, bringing new levels of control and visibility that help service providers avoid costly over provisioning.
|
•
|
EX Series:
Our EX Series Ethernet switches address the access, aggregation, and core layer switching requirements of micro branch, branch office, and campus and data center environments, providing a foundation for the fast, secure, and reliable delivery of applications able to support strategic business processes. EX Series enterprise Ethernet switches are designed to deliver operational efficiency, business continuity, and agility, enabling customers to invest in innovative business initiatives that increase revenue and help them gain a competitive advantage.
|
•
|
QFX Series:
Our QFX Series of core, spine and top-of-rack data center switches offer a revolutionary approach to switching that delivers dramatic improvements in data center performance, operating costs, and business agility for enterprises, high-performance computing networks, and cloud providers. Our QFX family, including the QFabric System (QFabric Nodes, Interconnect and Director) and QFX Series Switches (QFX10002, QFX10008, QFX10016, QFX5100, and QFX5200), combined with innovative fabric and high availability software features in Junos, enables improvements in speed, scale, and efficiency by removing complexity and improving business agility.
|
•
|
Disaggregated Version of Junos Software:
In order to provide customers with greater choice in data center deployment options, in 2015 we announced the first disaggregated platform, the QFX5200 switch. By disaggregating the software from the hardware, users will have the flexibility to use our data center switch to run third-party applications and tools through a Linux container, on Juniper switches, and run Junos software on third-party switches.
|
•
|
OCX1100:
Our open networking switch is designed to combine a cloud-optimized Open Compute Project, or OCP, hardware design with the performance and reliability of the proven, carrier-class Junos operating system, to deliver a cost-effective switching solution for customers that require massive-scale cloud deployments.
|
•
|
SRX Series Services Gateways for the Data Center:
Our mid-range, high-end and virtual SRX Series platforms provide high-performance, scalability, and service integration which are ideally suited for medium to large enterprise and service provider data centers, service provider backbones, and large campus environments where scalability, high performance, and concurrent services, are essential. The SRX Series of both physical and virtual dynamic services gateways provides firewall/VPN performance and scalability, and includes the AppSecure suite of next-generation security capabilities that deliver greater visibility, enforcement, control, and protection over the network.
|
•
|
Branch SRX, Security Policy and Management:
The Branch SRX family, including the new additions SRX300 Series and SRX1500, provide an integrated firewall and next-generation firewall capabilities with industry-leading price and performance. Junos Space Security Director is a network security management product that offers efficient, highly scalable, and comprehensive network security policy management. These solutions enable organizations to securely, reliably, and economically deliver powerful new services and applications to all locations and users with superior service quality. The SRX Series is powered by Junos OS, the same industry-leading operating system platform that keeps the world's largest networks available, manageable, and secure.
|
•
|
vSRX Virtual Firewall:
Our vSRX Firewall delivers all of the features of our physical firewalls, including AppSecure next-generation firewall functionality, advanced security, and automated lifecycle management capabilities for enterprises and service providers. The vSRX provides scalable, secure protection across private, public, and hybrid clouds.
|
•
|
Advanced Malware Protection:
Sky Advanced Threat Prevention is a cloud-based service that is designed to use both static and dynamic analysis with machine learning to find unknown threat signatures (zero-day attacks). It is integrated with SRX firewalls and secure routers for automated enforcement against threats, providing advanced anti-malware protection to data center, campus and branch environments.
|
•
|
Spotlight Secure Threat Intelligence Platform:
Our Spotlight Secure Threat Intelligence Platform is a threat intelligence platform that aggregates threat feeds from multiple sources to deliver open, consolidated, actionable intelligence to SRX Series Services Gateways (firewalls) across the organization for automated enforcement against threats. These sources include our own threat feeds, third-party threat feeds, and threat detection technologies that customers can deploy.
|
•
|
Junos OS:
At the heart of the Junos Platform is Junos OS. We believe Junos OS is fundamentally superior to other network operating systems not only in its design, but also in its development capabilities. The advantages of Junos OS include:
|
◦
|
One modular operating system with common base of code and a single, consistent implementation for each control plane feature;
|
◦
|
A highly disciplined and firmly scheduled development process; and
|
◦
|
One common modular software architecture that scales across all Junos-based platforms.
|
•
|
Junos Space:
Our Junos Space network management platform offers an open, Service-Oriented Architecture-based, or SOA, platform for creating organic and third-party network management applications to drive network innovation. Junos Space includes applications for network infrastructure management and automation that help customers reduce operational cost and complexity and scale services. These include Network Director, Services Activation Director, Security Director, Edge Services Director, Service Now, and Service Insight.
|
•
|
Contrail
: Our Contrail Networking and Contrail Cloud Platform offer an open-source, standards-based platform for SDN and NFV. This platform enables our customers to address their key problems in the area of network automation, agility, and time-to-service deployment by providing a mechanism to virtualize the network over any physical network and automating the provisioning and management of networking services (such as security and load balancing). Contrail’s differentiation includes a distributed architecture that allows us to build in scale-out, high-availability and in-service upgrade capabilities; a multi-vendor solution familiar to our customers that allows Contrail to seamlessly interoperate with equipment from major networking vendors; an open-source licensing model to provide a true freedom of choice without lock-in, and sophisticated granular analytics for network and infrastructure performance, all fully driven by REST APIs that can be used by customers to work with any provisioning and management system. Operating on top of Contrail Cloud is Contrail Service Orchestration, which provides simplicity and automation with service design application, VNF lifecycle management and service administration and troubleshooting.
|
•
|
A global network of strategic distributor relationships, as well as region-specific or country-specific distributors who in turn sell to local VARs who sell to end-user customers. Our distribution channel partners resell routing, switching and security products which are purchased by both enterprise and service provider customers. These distributors tend to be focused on particular regions or countries within regions. For example, we have substantial distribution relationships with Ingram Micro in the Americas and Hitachi in Japan. Our agreements with these distributors are generally non-exclusive, limited by region, and provide product and service discounts and other ordinary terms of sale. These agreements do not require our distributors to purchase specified quantities of our products or services. Further, most of our distributors sell our competitor's products and services, and some sell their own competing products and services.
|
•
|
VARs and Direct value-added resellers, including our strategic worldwide alliance partners referenced below, that resell our products to end-users around the world. These channel partners either buy our products and services through distributors, or directly from us, and have expertise in designing, selling, and deploying complex networking solutions in their respective markets. Our agreements with these channel partners are generally non-exclusive, limited by region, and provide product and service discounts and other ordinary terms of sale. These agreements do not require these channel partners to purchase specified quantities of our products or services. Increasingly, our service provider customers also resell our products or services to their customers or purchase our products or services for the purpose of providing managed or cloud-based services to their customers.
|
•
|
Strategic worldwide reseller relationships with established historical Juniper alliances, comprised of NEC Corporation; Dimension Data Holdings, or Dimension Data; International Business Machines, or IBM; Nokia Solutions and Networks O.Y.; and Ericsson Telecom A.B., or Ericsson. These companies each offer services and products that complement our own product and service offerings and act as a reseller, and in some instances as an integration partner for our products. Our arrangements with these partners allow them to resell our products and services on a non-exclusive and generally global basis, provide for product and service discounts, and specify other general terms of sale. These agreements do not require these partners to purchase specified quantities of our products or services.
|
•
|
We can quickly ramp and deliver products to customers with turnkey manufacturing;
|
•
|
We gain economies of scale by leveraging our buying power with our contract manufacturers and original design manufacturers when we manufacture large quantities of products;
|
•
|
We operate with a minimum amount of dedicated space and employees for manufacturing operations; and
|
•
|
We can reduce our costs by reducing what would normally be fixed overhead expenses.
|
Name
|
|
Age
|
|
Position
|
||
Rami Rahim
|
|
45
|
|
Chief Executive Officer and Director
|
||
Pradeep Sindhu
|
|
63
|
|
Chief Technical Officer and Vice Chairman of the Board
|
||
Robyn M. Denholm
(1)
|
|
52
|
|
Executive Vice President and Chief Financial and Operations Officer
|
||
Jonathan Davidson
|
|
42
|
|
Executive Vice President and General Manager, Juniper Development
and Innovation
|
||
Brian Martin
|
|
54
|
|
Senior Vice President, General Counsel and Secretary
|
||
Ken Miller
(1)
|
|
45
|
|
Executive Vice President and Chief Financial Officer
|
||
Vince Molinaro
|
|
52
|
|
Executive Vice President and Chief Customer Officer
|
||
Terrance F. Spidell
|
|
47
|
|
Vice President, Corporate Controller and Chief Accounting Officer
|
(1)
|
As previously disclosed by the Company, Ms. Denholm is resigning as our Chief Financial and Operations Officer, effective after the filing of this Report. Mr. Miller is as of the filing of this Report our Senior Vice President, Finance, and will become the Company’s Executive Vice President and Chief Financial Officer, effective upon Ms. Denholm’s resignation.
|
•
|
the additional development efforts and costs required to create new software products and/or to make our disaggregated products compatible with multiple technologies;
|
•
|
the possibility that our new software products or disaggregated products may not achieve widespread customer adoption;
|
•
|
the potential that our strategy could erode our gross margins;
|
•
|
the impact on our financial results of longer periods of revenue recognition and changes in tax treatment associated with software sales;
|
•
|
the additional costs associated with regulatory compliance and changes we need to make to our distribution chain in connection with increased software sales;
|
•
|
the ability of our disaggregated hardware and software products to operate independently and/or to integrate with current and future third party products; and
|
•
|
the risk that issues with third party technologies used with our disaggregated products will be attributed to us.
|
•
|
changes in general IT spending,
|
•
|
the imposition of government controls, inclusive of critical infrastructure protection;
|
•
|
changes or limitations in trade protection laws or other regulatory requirements, which may affect our ability to import or export our products from various countries;
|
•
|
varying and potentially conflicting laws and regulations;
|
•
|
fluctuations in local economies;
|
•
|
wage inflation or a tightening of the labor market; and
|
•
|
the impact of the following on service provider and government spending patterns: 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.
|
•
|
incur liens;
|
•
|
incur sale and leaseback transactions; and
|
•
|
consolidate or merge with or into, or sell substantially all of our assets to, another person.
|
•
|
maintenance of a leverage ratio no greater than 3.0x and an interest coverage ratio no less than 3.0x
|
•
|
covenants that limit or restrict the ability of the Company and its subsidiaries to, among other things, grant liens, merge or consolidate, dispose of all or substantially all of its assets, change their accounting or reporting policies, change their business and incur subsidiary indebtedness, in each case subject to customary exceptions for a credit facility of this size and type.
|
|
2015
|
|
2014
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First quarter
|
$
|
24.60
|
|
|
$
|
21.24
|
|
|
$
|
28.75
|
|
|
$
|
22.28
|
|
Second quarter
|
$
|
28.26
|
|
|
$
|
22.21
|
|
|
$
|
26.88
|
|
|
$
|
23.81
|
|
Third quarter
|
$
|
29.13
|
|
|
$
|
24.74
|
|
|
$
|
25.19
|
|
|
$
|
21.90
|
|
Fourth quarter
|
$
|
32.39
|
|
|
$
|
25.48
|
|
|
$
|
23.10
|
|
|
$
|
18.41
|
|
Period
|
Total Number
of Shares
Purchased
(1)
|
|
Average
Price Paid
per Share
(1)
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
(2)
|
|
Maximum Dollar
Value of Shares
that May Yet Be
Purchased
Under the Plans
or Programs
(2)
|
||||||
October 1 - October 31, 2015
|
0.2
|
|
|
$
|
31.02
|
|
|
0.2
|
|
|
$
|
620.0
|
|
November 1 - November 30, 2015
|
2.9
|
|
|
$
|
30.49
|
|
|
2.9
|
|
|
$
|
532.5
|
|
December 1 - December 31, 2015
|
0.1
|
|
|
$
|
29.67
|
|
|
—
|
|
|
$
|
532.5
|
|
Total
|
3.2
|
|
|
$
|
30.50
|
|
|
3.1
|
|
|
|
(1)
|
Amounts include repurchases under our stock repurchase programs and repurchases of our common stock for our employees in connection with net issuances of shares to satisfy minimum tax withholding obligations for the vesting of certain stock awards. The amount of shares of common stock repurchased from our employees in connection with minimum tax withholdings was not significant during the three months ended
December 31, 2015
.
|
(2)
|
Shares were repurchased under our stock repurchase program approved by the Board in February 2014, October 2014, and July 2015, which authorized us to purchase an aggregate of up to
$3.9 billion
of our common stock. Future share repurchases under our capital return plan 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 December 31,
|
||||||||||||||||||||||
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||
JNPR
|
$
|
100.00
|
|
|
$
|
55.28
|
|
|
$
|
53.28
|
|
|
$
|
61.13
|
|
|
$
|
60.99
|
|
|
$
|
76.55
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
102.11
|
|
|
$
|
118.44
|
|
|
$
|
156.78
|
|
|
$
|
178.22
|
|
|
$
|
180.67
|
|
IXTC
|
$
|
100.00
|
|
|
$
|
88.82
|
|
|
$
|
93.69
|
|
|
$
|
119.26
|
|
|
$
|
132.98
|
|
|
$
|
125.93
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2015(a)
|
|
2014(b)
|
|
2013(c)
|
|
2012(d)
|
|
2011(e)
|
||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||
Net revenues
|
$
|
4,857.8
|
|
|
$
|
4,627.1
|
|
|
$
|
4,669.1
|
|
|
$
|
4,365.4
|
|
|
$
|
4,448.7
|
|
Cost of revenues
|
1,779.2
|
|
|
1,768.9
|
|
|
1,727.7
|
|
|
1,656.6
|
|
|
1,580.1
|
|
|||||
Gross margin
|
3,078.6
|
|
|
2,858.2
|
|
|
2,941.4
|
|
|
2,708.8
|
|
|
2,868.6
|
|
|||||
Operating expenses
|
2,166.6
|
|
|
3,277.9
|
|
|
2,375.5
|
|
|
2,400.7
|
|
|
2,250.1
|
|
|||||
Operating income (loss)
|
912.0
|
|
|
(419.7
|
)
|
|
565.9
|
|
|
308.1
|
|
|
618.5
|
|
|||||
Other (expense) income, net
|
(59.8
|
)
|
|
333.4
|
|
|
(40.4
|
)
|
|
(16.6
|
)
|
|
(46.8
|
)
|
|||||
Income (loss) before income taxes and
noncontrolling interest
|
852.2
|
|
|
(86.3
|
)
|
|
525.5
|
|
|
291.5
|
|
|
571.7
|
|
|||||
Income tax provision
|
218.5
|
|
|
248.0
|
|
|
85.7
|
|
|
105.0
|
|
|
146.7
|
|
|||||
Consolidated net income (loss)
|
633.7
|
|
|
(334.3
|
)
|
|
439.8
|
|
|
186.5
|
|
|
425.0
|
|
|||||
Adjust for net loss (income) attributable to
noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Net income (loss) attributable to Juniper Networks
|
$
|
633.7
|
|
|
$
|
(334.3
|
)
|
|
$
|
439.8
|
|
|
$
|
186.5
|
|
|
$
|
425.1
|
|
Net income (loss) per share attributable to Juniper
Networks common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
$
|
1.62
|
|
|
$
|
(0.73
|
)
|
|
$
|
0.88
|
|
|
$
|
0.36
|
|
|
$
|
0.80
|
|
Diluted
|
$
|
1.59
|
|
|
$
|
(0.73
|
)
|
|
$
|
0.86
|
|
|
$
|
0.35
|
|
|
$
|
0.79
|
|
Shares used in computing net income
per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
390.6
|
|
|
457.4
|
|
|
501.8
|
|
|
520.9
|
|
|
529.8
|
|
|||||
Diluted
|
399.4
|
|
|
457.4
|
|
|
510.3
|
|
|
526.2
|
|
|
541.4
|
|
|||||
Cash dividends declared per common stock
|
$
|
0.40
|
|
|
$
|
0.20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Includes the following significant pre-tax items: Interest expense on short-term and long-term debt of $79.8 million, net of $2.2 million capitalized, related to the Company's outstanding long-term debt in other expense, net and a net gain on privately-held investments of $7.3 million. In addition, includes approximately $13.2 million net benefit of cumulative adjustment related to the change in treatment of share-based compensation as a result of the U.S. Tax Court decision in Altera Corporation et al., or Altera, v. Commissioner. See Note 14,
Income Taxes,
in Notes to the Consolidated Financial Statements in Item 8 of Part II of this Report for further information.
|
(b)
|
Includes the following significant pre-tax items: Impairment of goodwill of $850.0 million, restructuring and other charges of $208.5 million, gain on the sale of equity investments of
$163.0 million,
gain, net of legal fees in connection with the litigation settlement with Palo Alto Networks, Inc., or Palo Alto Networks, of
$196.1 million
, gain on sale of Junos Pulse of $19.6 million, and interest expense on debt (net of amounts capitalized) of
$57.5 million. Income tax has been provided on the pre-tax loss primarily due to the non-deductible goodwill charge. In addition, includes $52.8 million of significant tax items related to the gain on the sale of Junos Pulse offset by the release of the Company’s valuation allowance attributable to investment losses.
|
(c)
|
Includes the following significant pre-tax items: restructuring and other charges of $47.5 million, interest expense on debt (net of amounts capitalized) of $45.2 million, and an increase in depreciation expense within research and development, or R&D, of $28.3 million related
to a change in estimate of the useful lives of certain computers and equipment
. In addition, includes $64.2 million of significant tax items for a multi-year claim related to the U.S. production activities deduction, a tax settlement with the Internal Revenue Service, or IRS, and the reinstatement of the U.S. federal R&D tax credit on January 2, 2013 retroactive to January 1, 2012.
|
(d)
|
Includes the following significant pre-tax items: restructuring and other charges of $99.7 million, interest expense on debt (net of amounts capitalized) of $40.0 million, and a net gain on privately-held investments of $25.5 million.
|
(e)
|
Includes the following significant pre-tax items: restructuring and other charges of $30.6 million and interest expense on debt (net of amounts capitalized) of $37.7 million.
|
|
As of December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Cash, cash equivalents, and investments
|
$
|
3,192.2
|
|
|
$
|
3,104.9
|
|
|
$
|
4,097.8
|
|
|
$
|
3,837.4
|
|
|
$
|
4,292.4
|
|
Working capital
(a)
|
1,110.5
|
|
|
1,297.2
|
|
|
2,182.7
|
|
|
2,006.1
|
|
|
2,818.7
|
|
|||||
Goodwill
|
2,981.3
|
|
|
2,981.5
|
|
|
4,057.7
|
|
|
4,057.8
|
|
|
3,928.1
|
|
|||||
Total assets
(a)
|
8,619.2
|
|
|
8,281.4
|
|
|
10,272.7
|
|
|
9,793.8
|
|
|
9,945.5
|
|
|||||
Short-term and Long-term debt
|
1,948.7
|
|
|
1,349.0
|
|
|
999.3
|
|
|
999.2
|
|
|
999.0
|
|
|||||
Total long-term liabilities
(a)
(excluding long-term debt)
|
594.1
|
|
|
499.9
|
|
|
529.8
|
|
|
373.1
|
|
|
390.1
|
|
|||||
Total Juniper Networks stockholders' equity
|
$
|
4,574.4
|
|
|
$
|
4,919.1
|
|
|
$
|
7,302.2
|
|
|
$
|
6,999.0
|
|
|
$
|
7,089.2
|
|
(a)
|
Fiscal year 2015 includes the effects of the adoption of Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes, requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on our Consolidated Balance Sheets. Certain amounts in the prior years were retrospectively adjusted to conform to the current-year presentation.
|
|
As of and for the Years Ended December 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||
|
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
Net revenues
|
$4,857.8
|
|
$4,627.1
|
|
$4,669.1
|
|
$230.7
|
|
5%
|
|
$(42.0)
|
|
(1)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin
|
$3,078.6
|
|
$2,858.2
|
|
$2,941.4
|
|
$220.4
|
|
8%
|
|
$(83.2)
|
|
(3)%
|
Percentage of net revenues
|
63.4%
|
|
61.8%
|
|
63.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
$912.0
|
|
$(419.7)
|
|
$565.9
|
|
$1,331.7
|
|
(317)%
|
|
$(985.6)
|
|
(174)%
|
Percentage of net revenues
|
18.8%
|
|
(9.1)%
|
|
12.1%
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$633.7
|
|
$(334.3)
|
|
$439.8
|
|
$968.0
|
|
(290)%
|
|
$(774.1)
|
|
(176)%
|
Percentage of net revenues
|
13.0%
|
|
(7.2)%
|
|
9.4%
|
|
|
|
|
|
|
|
|
Net income (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
$1.62
|
|
$(0.73)
|
|
$0.88
|
|
$2.35
|
|
(322)%
|
|
$(1.61)
|
|
(183)%
|
Diluted
|
$1.59
|
|
$(0.73)
|
|
$0.86
|
|
$2.32
|
|
(318)%
|
|
$(1.59)
|
|
(185)%
|
Cash dividends declared per
common stock
|
$0.40
|
|
$0.20
|
|
$—
|
|
$0.20
|
|
100%
|
|
$0.20
|
|
—%
|
Stock repurchase plan activity
|
$1,142.5
|
|
$2,250.0
|
|
$570.6
|
|
$(1,107.5)
|
|
(49)%
|
|
$1,679.4
|
|
294%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating cash flows
|
$892.5
|
|
$763.4
|
|
$845.9
|
|
$129.1
|
|
17%
|
|
$(82.5)
|
|
(10)%
|
DSO
(*)
|
53
|
|
49
|
|
41
|
|
4
|
|
8%
|
|
8
|
|
20%
|
Book-to-bill
(*)
|
>1
|
|
>1
|
|
>1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred revenue
|
$1,168.1
|
|
$1,075.7
|
|
$1,069.3
|
|
$92.4
|
|
9%
|
|
$6.4
|
|
1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*)
|
DSO and book-to-bill are for the fourth quarter ended December 31,
2015
,
2014
, and
2013
.
|
•
|
Net Revenues:
During
2015
, net revenues
increased
, compared to
2014
, as a result of increases across all verticals and geographies, primarily due to an increase in Service Providers net revenues across all three geographies, as well as an increase in Enterprise net revenues in the Americas. The year-over-year increase in net revenues was also a result of a strong increase in net revenues from our routing products, partially offset by a decrease in net revenues from Screen OS products and divestiture of Pulse Secure products in the third quarter of 2014.
|
•
|
Gross Margin:
Our gross margin as a percentage of net revenues
increased
during
2015
, compared to
2014
, as a result of higher restructuring and other (benefit) charges recorded in 2014 but not in 2015, in connection with the restructuring plan we initiated in the first quarter of 2014, or the 2014 Restructuring Plan, as well as a steady increase in net revenues compared to 2014.
|
•
|
Operating Income (Loss):
During
2015
, compared to
2014
, we experienced
an increase
in operating income (loss) as percentage of net revenues, as a result of higher net revenues and effective management of our cost structure. Additionally, operating loss in 2014 included $850.0 million goodwill impairment charge and restructuring charges of $207.7 million in connection with our 2014 Restructuring Plan.
|
•
|
Cash Dividends Declared per Common Stock:
During
2015
, we declared four quarterly cash dividends of $0.10 per share, payable on March 24, 2015, June 23, 2015, September 22, 2015, and on December 22, 2015, to stockholders of record as of the close of business on March 3, 2015, June 2, 2015, September 1, 2015 and on December 1, 2015, respectively, in the aggregate amount of
$156.3 million
.
|
•
|
Stock Repurchase Plan Activity:
Under our stock repurchase program, we repurchased approximately
45.4 million
shares of our common stock in the open market at an average price of
$25.16
per share for an aggregate purchase of
$1,142.5 million
during
2015
.
|
•
|
Operating Cash Flows:
Cash flow from operations
increased
by
$129.1 million
in
2015
, compared to
2014
, primarily due to higher revenue and improved operating margin.
|
•
|
DSO:
DSO is calculated as the ratio of ending accounts receivable, net of allowances, divided by average daily net sales for the preceding 90 days. DSO for the quarter ended
December 31, 2015
increased
by
4
days, or
8%
compared to the quarter ended
December 31, 2014
. The increase in DSO was primarily due to a significant increase of service billings invoiced late in the fourth quarter.
|
•
|
Book-to-Bill
: Book-to-bill represents the ratio of product orders booked divided by product revenues during the respective period. Book-to-bill was greater than one for the quarters ended
December 31, 2015
,
2014
and
2013
, indicating strong product demand.
|
•
|
Deferred Revenue:
Total deferred revenue
increased
by
$92.4 million
to
$1,168.1 million
as of
December 31, 2015
, compared to
$1,075.7 million
as of
December 31, 2014
, primarily due to an increase in deferred service revenue of $77.7 million, driven by timing of service contract renewals as well as higher product deferrals as a result of an increase in channel inventory and subscription deferrals.
|
•
|
Goodwill.
We make significant estimates, assumptions, and judgments when valuing goodwill and other intangible assets in connection with the initial purchase price allocation of an acquired entity, as well as when evaluating impairment of goodwill and other intangible assets on an ongoing basis. These estimates are based upon a number of factors, including historical experience, market conditions, and information obtained from the management of the acquired company. Critical estimates in valuing certain intangible assets include, but are not limited to, historical and projected customer retention rates, anticipated growth in revenue from the acquired customer and product base, and the expected use of the acquired assets. These factors are also considered in determining the useful life of the acquired intangible assets. The amounts and useful lives assigned to identified intangible assets impacts the amount and timing of future amortization expense.
|
•
|
Inventory Valuation and Contract Manufacturer Liabilities.
Inventory consists primarily of component parts to be used in the manufacturing process and is stated at lower of average cost or market. A provision is recorded when inventory is determined to be in excess of anticipated demand or obsolete, to adjust inventory to its estimated realizable value. In determining the provision, we also consider estimated recovery rates based on the nature of the inventory. As of
December 31, 2015
and
December 31, 2014
, our net inventory balances were
$75.0 million
and
$62.5 million
, respectively.
|
•
|
Revenue recognition.
Revenue is recognized when all of the following criteria have been met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) sales price is fixed or determinable, and (4) collectability is reasonably assured. We enter into contracts to sell our products and services, and while some of our sales agreements contain standard terms and conditions, there are agreements that contain multiple elements or non-standard terms and conditions. As a result, significant contract interpretation may be required to determine the appropriate accounting, including whether the deliverables specified in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes, and, if so, how the price should be allocated among the elements and when to recognize revenue for each element. Changes in the allocation of the sales price between elements may impact the timing of revenue recognition but will not change the total revenue recognized on the contract.
|
•
|
Income Taxes.
We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in evaluating our uncertain tax positions and determining our taxes. Although we believe our reserves are reasonable, no assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in our historical income tax provisions and accruals. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made.
|
•
|
Loss Contingencies.
We use significant judgment and assumptions to estimate the likelihood of loss or impairment of an asset, or the incurrence of a liability, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. We record a charge equal to the minimum estimated liability for litigation costs or a loss contingency only when both of the following conditions are met: (i) information available prior to issuance of our consolidated financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted and whether new accruals are required.
|
|
Years Ended December 31,
|
|||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
|||||||||||||||
|
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
|||||||||||
Routing
|
$
|
2,359.2
|
|
|
$
|
2,223.9
|
|
|
$
|
2,318.0
|
|
|
$
|
135.3
|
|
|
6
|
%
|
|
$
|
(94.1
|
)
|
|
(4)%
|
Switching
|
768.3
|
|
|
721.2
|
|
|
638.0
|
|
|
47.1
|
|
|
7
|
%
|
|
83.2
|
|
|
13%
|
|||||
Security
|
435.6
|
|
|
463.6
|
|
|
563.9
|
|
|
(28.0
|
)
|
|
(6
|
)%
|
|
(100.3
|
)
|
|
(18)%
|
|||||
Total Product
|
3,563.1
|
|
|
3,408.7
|
|
|
3,519.9
|
|
|
154.4
|
|
|
5
|
%
|
|
(111.2
|
)
|
|
(3)%
|
|||||
Percentage of net revenues
|
73.3
|
%
|
|
73.7
|
%
|
|
75.4
|
%
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Service
|
1,294.7
|
|
|
1,218.4
|
|
|
1,149.2
|
|
|
76.3
|
|
|
6
|
%
|
|
69.2
|
|
|
6%
|
|||||
Percentage of net revenues
|
26.7
|
%
|
|
26.3
|
%
|
|
24.6
|
%
|
|
|
|
|
|
|
|
|
||||||||
Total net revenues
|
$
|
4,857.8
|
|
|
$
|
4,627.1
|
|
|
$
|
4,669.1
|
|
|
$
|
230.7
|
|
|
5
|
%
|
|
$
|
(42.0
|
)
|
|
(1)%
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||
|
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
$
|
2,568.6
|
|
|
$
|
2,410.6
|
|
|
$
|
2,381.5
|
|
|
$
|
158.0
|
|
|
7%
|
|
$
|
29.1
|
|
|
1%
|
Other
|
223.6
|
|
|
219.7
|
|
|
232.0
|
|
|
3.9
|
|
|
2%
|
|
(12.3
|
)
|
|
(5)%
|
|||||
Total Americas
|
2,792.2
|
|
|
2,630.3
|
|
|
2,613.5
|
|
|
161.9
|
|
|
6%
|
|
16.8
|
|
|
1%
|
|||||
Percentage of net revenues
|
57.5
|
%
|
|
56.8
|
%
|
|
56.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
EMEA
|
1,320.3
|
|
|
1,263.3
|
|
|
1,256.9
|
|
|
57.0
|
|
|
5%
|
|
6.4
|
|
|
1%
|
|||||
Percentage of net revenues
|
27.2
|
%
|
|
27.3
|
%
|
|
26.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
APAC
|
745.3
|
|
|
733.5
|
|
|
798.7
|
|
|
11.8
|
|
|
2%
|
|
(65.2
|
)
|
|
(8)%
|
|||||
Percentage of net revenues
|
15.3
|
%
|
|
15.9
|
%
|
|
17.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Total net revenues
|
$
|
4,857.8
|
|
|
$
|
4,627.1
|
|
|
$
|
4,669.1
|
|
|
$
|
230.7
|
|
|
5%
|
|
$
|
(42.0
|
)
|
|
(1)%
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||
|
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||
Service Provider
|
$
|
3,289.8
|
|
|
$
|
3,100.4
|
|
|
$
|
3,054.2
|
|
|
$
|
189.4
|
|
|
6%
|
|
$
|
46.2
|
|
|
2%
|
Percentage of net revenues
|
67.7
|
%
|
|
67.0
|
%
|
|
65.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
Enterprise
|
1,568.0
|
|
|
1,526.7
|
|
|
1,614.9
|
|
|
41.3
|
|
|
3%
|
|
(88.2
|
)
|
|
(5)%
|
|||||
Percentage of net revenues
|
32.3
|
%
|
|
33.0
|
%
|
|
34.6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Total net revenues
|
$
|
4,857.8
|
|
|
$
|
4,627.1
|
|
|
$
|
4,669.1
|
|
|
$
|
230.7
|
|
|
5%
|
|
$
|
(42.0
|
)
|
|
(1)%
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||
|
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||
Product gross margin
|
$
|
2,293.5
|
|
|
$
|
2,121.9
|
|
|
$
|
2,243.3
|
|
|
$
|
171.6
|
|
|
8%
|
|
$
|
(121.4
|
)
|
|
(5)%
|
Percentage of product revenues
|
64.4
|
%
|
|
62.2
|
%
|
|
63.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Service gross margin
|
785.1
|
|
|
736.3
|
|
|
698.1
|
|
|
48.8
|
|
|
7%
|
|
38.2
|
|
|
5%
|
|||||
Percentage of service revenues
|
60.6
|
%
|
|
60.4
|
%
|
|
60.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Total gross margin
|
$
|
3,078.6
|
|
|
$
|
2,858.2
|
|
|
$
|
2,941.4
|
|
|
$
|
220.4
|
|
|
8%
|
|
$
|
(83.2
|
)
|
|
(3)%
|
Percentage of net revenues
|
63.4
|
%
|
|
61.8
|
%
|
|
63.0
|
%
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||
|
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||
Research and development
|
$
|
994.5
|
|
|
$
|
1,006.2
|
|
|
$
|
1,043.2
|
|
|
$
|
(11.7
|
)
|
|
(1)%
|
|
$
|
(37.0
|
)
|
|
(4)%
|
Percentage of net revenues
|
20.5
|
%
|
|
21.7
|
%
|
|
22.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Sales and marketing
|
943.8
|
|
|
1,023.6
|
|
|
1,075.9
|
|
|
(79.8
|
)
|
|
(8)%
|
|
(52.3
|
)
|
|
(5)%
|
|||||
Percentage of net revenues
|
19.4
|
%
|
|
22.1
|
%
|
|
23.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
General and administrative
|
228.9
|
|
|
231.1
|
|
|
217.3
|
|
|
(2.2
|
)
|
|
(1)%
|
|
13.8
|
|
|
6%
|
|||||
Percentage of net revenues
|
4.7
|
%
|
|
5.0
|
%
|
|
4.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Restructuring and other charges
|
(0.6
|
)
|
|
167.0
|
|
|
39.1
|
|
|
(167.6
|
)
|
|
(100)%
|
|
127.9
|
|
|
327%
|
|||||
Percentage of net revenues
|
—
|
%
|
|
3.6
|
%
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Impairment of goodwill
|
—
|
|
|
850.0
|
|
|
—
|
|
|
(850.0
|
)
|
|
(100)%
|
|
850.0
|
|
|
—%
|
|||||
Percentage of net revenues
|
—
|
%
|
|
18.4
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|||||||
Total operating expenses
|
$
|
2,166.6
|
|
|
$
|
3,277.9
|
|
|
$
|
2,375.5
|
|
|
$
|
(1,111.3
|
)
|
|
(34)%
|
|
$
|
902.4
|
|
|
38%
|
Percentage of net revenues
|
44.6
|
%
|
|
70.8
|
%
|
|
50.9
|
%
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||
|
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||
Cost of revenues - Product
|
$
|
5.6
|
|
|
$
|
5.0
|
|
|
$
|
4.7
|
|
|
$
|
0.6
|
|
|
12%
|
|
$
|
0.3
|
|
|
6%
|
Cost of revenues - Service
|
13.8
|
|
|
14.2
|
|
|
15.4
|
|
|
(0.4
|
)
|
|
(3)%
|
|
(1.2
|
)
|
|
(8)%
|
|||||
Research and development
|
125.4
|
|
|
134.5
|
|
|
127.6
|
|
|
(9.1
|
)
|
|
(7)%
|
|
6.9
|
|
|
5%
|
|||||
Sales and marketing
|
45.6
|
|
|
60.2
|
|
|
70.9
|
|
|
(14.6
|
)
|
|
(24)%
|
|
(10.7
|
)
|
|
(15)%
|
|||||
General and administrative
|
26.9
|
|
|
26.1
|
|
|
26.0
|
|
|
0.8
|
|
|
3%
|
|
0.1
|
|
|
—%
|
|||||
Total
|
$
|
217.3
|
|
|
$
|
240.0
|
|
|
$
|
244.6
|
|
|
$
|
(22.7
|
)
|
|
(9)%
|
|
$
|
(4.6
|
)
|
|
(2)%
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||
|
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||
Interest income
|
$
|
21.8
|
|
|
$
|
10.0
|
|
|
$
|
8.7
|
|
|
$
|
11.8
|
|
|
118%
|
|
$
|
1.3
|
|
|
15%
|
Interest expense
|
(83.3
|
)
|
|
(66.9
|
)
|
|
(58.4
|
)
|
|
(16.4
|
)
|
|
25%
|
|
(8.5
|
)
|
|
15%
|
|||||
Net gain on legal settlement
|
—
|
|
|
196.1
|
|
|
—
|
|
|
(196.1
|
)
|
|
(100)%
|
|
196.1
|
|
|
—%
|
|||||
Gain on investments
|
6.8
|
|
|
167.9
|
|
|
11.3
|
|
|
(161.1
|
)
|
|
(96)%
|
|
156.6
|
|
|
1,386%
|
|||||
Gain on sale of Junos Pulse
|
—
|
|
|
19.6
|
|
|
—
|
|
|
(19.6
|
)
|
|
(100)%
|
|
19.6
|
|
|
—%
|
|||||
Other
|
(5.1
|
)
|
|
6.7
|
|
|
(2.0
|
)
|
|
(11.8
|
)
|
|
(176)%
|
|
8.7
|
|
|
(435)%
|
|||||
Total other (expense) income,
net
|
$
|
(59.8
|
)
|
|
$
|
333.4
|
|
|
$
|
(40.4
|
)
|
|
$
|
(393.2
|
)
|
|
(118)%
|
|
$
|
373.8
|
|
|
(925)%
|
Percentage of net revenues
|
(1.2
|
)%
|
|
7.2
|
%
|
|
(0.9
|
)%
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income tax provision
|
$
|
218.5
|
|
|
$
|
248.0
|
|
|
$
|
85.7
|
|
|
$
|
(29.5
|
)
|
|
(12)%
|
|
$
|
162.3
|
|
|
189%
|
Effective tax rate
|
25.6
|
%
|
|
(287.4
|
)%
|
|
16.3
|
%
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
|
||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
||||||
Working capital
(a)
|
$
|
1,110.5
|
|
|
$
|
1,297.2
|
|
|
$
|
(186.7
|
)
|
|
(14)%
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
1,420.9
|
|
|
$
|
1,639.6
|
|
|
$
|
(218.7
|
)
|
|
(13)%
|
Short-term investments
|
527.1
|
|
|
332.2
|
|
|
194.9
|
|
|
59%
|
|||
Long-term investments
|
1,244.2
|
|
|
1,133.1
|
|
|
111.1
|
|
|
10%
|
|||
Total cash, cash equivalents, and investments
|
3,192.2
|
|
|
3,104.9
|
|
|
87.3
|
|
|
3%
|
|||
Short-term and Long-term debt
|
1,948.7
|
|
|
1,349.0
|
|
|
599.7
|
|
|
44%
|
|||
Net cash, cash equivalents, and investments
|
$
|
1,243.5
|
|
|
$
|
1,755.9
|
|
|
$
|
(512.4
|
)
|
|
(29)%
|
(a)
|
Fiscal year 2015 includes the effects of the adoption of Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes, requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on our Consolidated Balance Sheets. Amounts in the prior year were retrospectively adjusted to conform to the current-year presentation.
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
|
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
Net cash provided by operating activities
|
$
|
892.5
|
|
|
$
|
763.4
|
|
|
$
|
845.9
|
|
|
$
|
129.1
|
|
|
17
|
%
|
|
$
|
(82.5
|
)
|
|
(10
|
)%
|
Net cash (used in) provided by investing
activities
|
$
|
(508.7
|
)
|
|
$
|
434.0
|
|
|
$
|
(561.0
|
)
|
|
$
|
(942.7
|
)
|
|
(217
|
)%
|
|
$
|
995.0
|
|
|
(177
|
)%
|
Net cash used in financing
activities
|
$
|
(581.4
|
)
|
|
$
|
(1,824.2
|
)
|
|
$
|
(401.7
|
)
|
|
$
|
1,242.8
|
|
|
(68
|
)%
|
|
$
|
(1,422.5
|
)
|
|
354
|
%
|
|
Shares
Repurchased
|
|
Average price
per share
|
|
Amount
Repurchased
|
|||||
2015
|
|
|
|
|
|
|||||
Repurchases under stock repurchase programs
|
45.4
|
|
|
$
|
25.16
|
|
|
$
|
1,142.5
|
|
Repurchases for tax withholding
|
400,000.0
|
|
|
$
|
26.70
|
|
|
$
|
11.1
|
|
2014
|
|
|
|
|
|
|||||
Repurchases under stock repurchase programs
|
46.8
|
|
|
$
|
22.42
|
|
|
$
|
1,050.0
|
|
Accelerated share repurchase
(1)
|
49.3
|
|
|
$
|
24.35
|
|
|
$
|
1,200.0
|
|
Repurchases for tax withholding
|
0.6
|
|
|
$
|
19.69
|
|
|
$
|
12.5
|
|
2013
|
|
|
|
|
|
|||||
Repurchases under stock repurchase programs
|
28.9
|
|
|
$
|
19.76
|
|
|
$
|
570.6
|
|
Repurchases for tax withholding
|
0.4
|
|
|
$
|
20.23
|
|
|
$
|
7.2
|
|
(1)
|
As part of the 2014 Stock Repurchase Program, we entered into two separate accelerated share repurchase agreements, or collectively, the ASR, with two financial institutions to repurchase
$1.2 billion
of our common stock. We made an up-front payment of
$1.2 billion
pursuant to the ASR to repurchase our common stock. The aggregate number of shares ultimately purchased was determined based on a volume weighted average repurchase price, less an agreed upon discount. The shares received with respect to the ASR have been retired. Retired shares return to authorized but unissued shares of common stock.
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred product revenue:
|
|
|
|
||||
Undelivered product commitments and other product deferrals
|
$
|
210.1
|
|
|
$
|
180.3
|
|
Distributor inventory and other sell-through items
|
81.8
|
|
|
103.7
|
|
||
Deferred gross product revenue
|
291.9
|
|
|
284.0
|
|
||
Deferred cost of product revenue
|
(51.6
|
)
|
|
(58.4
|
)
|
||
Deferred product revenue, net
|
240.3
|
|
|
225.6
|
|
||
Deferred service revenue
|
927.8
|
|
|
850.1
|
|
||
Total
|
$
|
1,168.1
|
|
|
$
|
1,075.7
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Operating leases
(1)
|
$
|
113.7
|
|
|
$
|
35.7
|
|
|
$
|
44.2
|
|
|
$
|
18.1
|
|
|
$
|
15.7
|
|
Purchase commitments with contract manufacturers and
suppliers
(1)
|
$
|
591.2
|
|
|
$
|
591.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term debt
(2)
|
$
|
300.0
|
|
|
$
|
300.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
(2)
|
$
|
1,650.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300.0
|
|
|
$
|
1,350.0
|
|
Interest payment on short-term and long-term debt
(2)
|
$
|
167.6
|
|
|
$
|
23.0
|
|
|
$
|
45.9
|
|
|
$
|
40.5
|
|
|
$
|
58.2
|
|
Other contractual obligations
(1)
|
$
|
73.1
|
|
|
$
|
28.8
|
|
|
$
|
11.7
|
|
|
$
|
3.6
|
|
|
$
|
29.0
|
|
Future minimum lease payment
(3)
|
$
|
118.1
|
|
|
$
|
2.6
|
|
|
$
|
13.3
|
|
|
$
|
26.8
|
|
|
$
|
75.4
|
|
Total
|
$
|
3,013.7
|
|
|
$
|
981.3
|
|
|
$
|
115.1
|
|
|
$
|
389.0
|
|
|
$
|
1,528.3
|
|
•
|
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;
|
•
|
payment of dividends;
|
•
|
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 suppliers, partners, and customers;
|
•
|
possible future investments in raw material and finished goods inventories;
|
•
|
expenses related to future restructuring plans;
|
•
|
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.
|
|
Valuation of Securities Given an Interest Rate
Decrease of X BPS
|
|
Fair Value
as of December 31, 2015 |
|
Valuation of Securities Given an Interest Rate
Increase of X BPS
|
||||||||||||||||||||||
|
(150 BPS)
|
|
(100 BPS)
|
|
(50 BPS)
|
|
|
50 BPS
|
|
100 BPS
|
|
150 BPS
|
|||||||||||||||
Available-for-sale fixed income
securities
|
$
|
1,769.0
|
|
|
$
|
1,762.1
|
|
|
$
|
1,755.1
|
|
|
$
|
1,748.2
|
|
|
$
|
1,741.3
|
|
|
$
|
1,734.3
|
|
|
$
|
1,727.4
|
|
|
Valuation of Securities Given an Interest Rate
Decrease of X BPS
|
|
Fair Value
as of December 31, 2014 |
|
Valuation of Securities Given an Interest Rate
Increase of X BPS
|
||||||||||||||||||||||
|
(150 BPS)
|
|
(100 BPS)
|
|
(50 BPS)
|
|
|
50 BPS
|
|
100 BPS
|
|
150 BPS
|
|||||||||||||||
Available-for-sale fixed income
securities
|
$
|
1,487.2
|
|
|
$
|
1,481.6
|
|
|
$
|
1,476.1
|
|
|
$
|
1,470.6
|
|
|
$
|
1,465.1
|
|
|
$
|
1,459.5
|
|
|
$
|
1,454.0
|
|
|
Page
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net revenues:
|
|
|
|
|
|
||||||
Product
|
$
|
3,563.1
|
|
|
$
|
3,408.7
|
|
|
$
|
3,519.9
|
|
Service
|
1,294.7
|
|
|
1,218.4
|
|
|
1,149.2
|
|
|||
Total net revenues
|
4,857.8
|
|
|
4,627.1
|
|
|
4,669.1
|
|
|||
Cost of revenues:
|
|
|
|
|
|
||||||
Product
|
1,269.6
|
|
|
1,286.8
|
|
|
1,276.6
|
|
|||
Service
|
509.6
|
|
|
482.1
|
|
|
451.1
|
|
|||
Total cost of revenues
|
1,779.2
|
|
|
1,768.9
|
|
|
1,727.7
|
|
|||
Gross margin
|
3,078.6
|
|
|
2,858.2
|
|
|
2,941.4
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
994.5
|
|
|
1,006.2
|
|
|
1,043.2
|
|
|||
Sales and marketing
|
943.8
|
|
|
1,023.6
|
|
|
1,075.9
|
|
|||
General and administrative
|
228.9
|
|
|
231.1
|
|
|
217.3
|
|
|||
Restructuring and other (benefits) charges
|
(0.6
|
)
|
|
167.0
|
|
|
39.1
|
|
|||
Impairment of goodwill
|
—
|
|
|
850.0
|
|
|
—
|
|
|||
Total operating expenses
|
2,166.6
|
|
|
3,277.9
|
|
|
2,375.5
|
|
|||
Operating income (loss)
|
912.0
|
|
|
(419.7
|
)
|
|
565.9
|
|
|||
Other (expense) income, net
|
(59.8
|
)
|
|
333.4
|
|
|
(40.4
|
)
|
|||
Income (loss) before income taxes
|
852.2
|
|
|
(86.3
|
)
|
|
525.5
|
|
|||
Income tax provision
|
218.5
|
|
|
248.0
|
|
|
85.7
|
|
|||
Net income (loss)
|
$
|
633.7
|
|
|
$
|
(334.3
|
)
|
|
$
|
439.8
|
|
|
|
|
|
|
|
||||||
Net income (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.62
|
|
|
$
|
(0.73
|
)
|
|
$
|
0.88
|
|
Diluted
|
$
|
1.59
|
|
|
$
|
(0.73
|
)
|
|
$
|
0.86
|
|
Shares used in computing net income (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
390.6
|
|
|
457.4
|
|
|
501.8
|
|
|||
Diluted
|
399.4
|
|
|
457.4
|
|
|
510.3
|
|
|||
Cash dividends declared per common stock
|
$
|
0.40
|
|
|
$
|
0.20
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
$
|
633.7
|
|
|
$
|
(334.3
|
)
|
|
$
|
439.8
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized gains on available-for-sale securities, net of tax
(provision) of ($6.5), ($29.5) and ($37.9) for 2015, 2014 and 2013,
respectively
|
9.1
|
|
|
48.7
|
|
|
65.1
|
|
|||
Reclassification adjustment for realized net gains on available-for-
sale securities included in net income (loss), net of tax provision of
zero, $61.8 and $0.4 for 2015, 2014 and 2013, respectively
|
(0.5
|
)
|
|
(106.5
|
)
|
|
(1.0
|
)
|
|||
Net change on available-for-sale securities, net of taxes
|
8.6
|
|
|
(57.8
|
)
|
|
64.1
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized (losses) gain on cash flow hedges, net of tax (provision)
benefit of ($0.4), ($0.7) and $1.7 for 2015, 2014 and 2013,
respectively
|
(6.7
|
)
|
|
(4.1
|
)
|
|
0.7
|
|
|||
Reclassification adjustment for realized loss (gains) on cash flow
hedges included in net income (loss), net of tax provision (benefit)
of zero, $1.1 and ($0.8) for 2015, 2014 and 2013, respectively
|
9.6
|
|
|
(2.3
|
)
|
|
(1.5
|
)
|
|||
Net change on cash flow hedges, net of taxes
|
2.9
|
|
|
(6.4
|
)
|
|
(0.8
|
)
|
|||
Change in foreign currency translation adjustments
|
(16.9
|
)
|
|
(14.2
|
)
|
|
(3.4
|
)
|
|||
Other comprehensive (losses) income, net of tax
|
(5.4
|
)
|
|
(78.4
|
)
|
|
59.9
|
|
|||
Comprehensive income (loss)
|
$
|
628.3
|
|
|
$
|
(412.7
|
)
|
|
$
|
499.7
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,420.9
|
|
|
$
|
1,639.6
|
|
Short-term investments
|
527.1
|
|
|
332.2
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $9.3 and $4.7 as of
December 31, 2015 and 2014, respectively
|
780.7
|
|
|
598.9
|
|
||
Prepaid expenses and other current assets
|
183.7
|
|
|
239.9
|
|
||
Total current assets
|
2,912.4
|
|
|
2,810.6
|
|
||
Property and equipment, net
|
1,021.0
|
|
|
904.3
|
|
||
Long-term investments
|
1,244.2
|
|
|
1,133.1
|
|
||
Restricted cash and investments
|
36.2
|
|
|
46.0
|
|
||
Purchased intangible assets, net
|
33.9
|
|
|
62.4
|
|
||
Goodwill
|
2,981.3
|
|
|
2,981.5
|
|
||
Other long-term assets
|
390.2
|
|
|
343.5
|
|
||
Total assets
|
$
|
8,619.2
|
|
|
$
|
8,281.4
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
299.9
|
|
|
$
|
—
|
|
Accounts payable
|
159.3
|
|
|
234.6
|
|
||
Accrued compensation
|
269.5
|
|
|
225.0
|
|
||
Deferred revenue
|
822.9
|
|
|
780.8
|
|
||
Other accrued liabilities
|
250.3
|
|
|
273.0
|
|
||
Total current liabilities
|
1,801.9
|
|
|
1,513.4
|
|
||
Long-term debt
|
1,648.8
|
|
|
1,349.0
|
|
||
Long-term deferred revenue
|
345.2
|
|
|
294.9
|
|
||
Long-term income tax payable
|
187.3
|
|
|
177.5
|
|
||
Other long-term liabilities
|
61.6
|
|
|
27.5
|
|
||
Total liabilities
|
4,044.8
|
|
|
3,362.3
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
||||
Convertible preferred stock, $0.00001 par value; 10.0 shares authorized;
none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.00001 par value; 1,000.0 shares authorized; 384.0 shares and
416.2 shares issued and outstanding as of December 31, 2015 and 2014, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
8,334.8
|
|
|
8,794.0
|
|
||
Accumulated other comprehensive loss
|
(19.2
|
)
|
|
(13.8
|
)
|
||
Accumulated deficit
|
(3,741.2
|
)
|
|
(3,861.1
|
)
|
||
Total stockholders' equity
|
4,574.4
|
|
|
4,919.1
|
|
||
Total liabilities and stockholders' equity
|
$
|
8,619.2
|
|
|
$
|
8,281.4
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
633.7
|
|
|
$
|
(334.3
|
)
|
|
$
|
439.8
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Share-based compensation expense
|
217.3
|
|
|
240.0
|
|
|
244.6
|
|
|||
Depreciation, amortization, and accretion
|
176.5
|
|
|
186.1
|
|
|
189.9
|
|
|||
Restructuring and other (benefits) charges
|
(4.1
|
)
|
|
208.5
|
|
|
47.5
|
|
|||
Deferred income taxes
|
(14.6
|
)
|
|
(16.9
|
)
|
|
72.2
|
|
|||
Impairment of goodwill
|
—
|
|
|
850.0
|
|
|
—
|
|
|||
Gain on sale of Junos Pulse
|
—
|
|
|
(19.6
|
)
|
|
—
|
|
|||
Gain on investments, net
|
(6.8
|
)
|
|
(167.9
|
)
|
|
(11.3
|
)
|
|||
Gain on legal settlement, net
|
—
|
|
|
(121.1
|
)
|
|
—
|
|
|||
Excess tax benefits from share-based compensation
|
(12.3
|
)
|
|
(9.4
|
)
|
|
(1.9
|
)
|
|||
Loss on disposal of fixed assets
|
0.4
|
|
|
1.7
|
|
|
1.4
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(218.9
|
)
|
|
(16.8
|
)
|
|
(139.9
|
)
|
|||
Prepaid expenses and other assets
|
(43.5
|
)
|
|
(10.1
|
)
|
|
(126.0
|
)
|
|||
Accounts payable
|
(80.2
|
)
|
|
38.3
|
|
|
(8.9
|
)
|
|||
Accrued compensation
|
46.6
|
|
|
(46.0
|
)
|
|
(5.4
|
)
|
|||
Income taxes payable
|
104.3
|
|
|
51.0
|
|
|
(38.5
|
)
|
|||
Other accrued liabilities
|
1.8
|
|
|
(115.2
|
)
|
|
36.5
|
|
|||
Deferred revenue
|
92.3
|
|
|
45.1
|
|
|
145.9
|
|
|||
Net cash provided by operating activities
|
892.5
|
|
|
763.4
|
|
|
845.9
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(210.3
|
)
|
|
(192.9
|
)
|
|
(230.0
|
)
|
|||
Proceeds from sale of Junos Pulse
|
—
|
|
|
105.7
|
|
|
—
|
|
|||
Purchases of available-for-sale investments
|
(1,486.4
|
)
|
|
(2,440.7
|
)
|
|
(1,776.0
|
)
|
|||
Proceeds from sales of available-for-sale investments
|
861.6
|
|
|
2,627.7
|
|
|
1,167.2
|
|
|||
Proceeds from maturities of available-for-sale investments
|
319.8
|
|
|
337.6
|
|
|
334.6
|
|
|||
Purchases of trading investments
|
(4.4
|
)
|
|
(4.1
|
)
|
|
(3.7
|
)
|
|||
Proceeds from sales of privately-held investments
|
10.6
|
|
|
4.9
|
|
|
9.4
|
|
|||
Purchases of privately-held investments
|
(5.4
|
)
|
|
(21.7
|
)
|
|
(41.3
|
)
|
|||
Payments for business acquisitions, net of cash and cash equivalents acquired
|
(3.5
|
)
|
|
(27.1
|
)
|
|
(10.0
|
)
|
|||
Purchase of licensed software
|
—
|
|
|
—
|
|
|
(10.0
|
)
|
|||
Changes in restricted cash
|
9.3
|
|
|
44.6
|
|
|
(1.2
|
)
|
|||
Net cash (used in) provided by investing activities
|
(508.7
|
)
|
|
434.0
|
|
|
(561.0
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock
|
121.2
|
|
|
159.8
|
|
|
141.7
|
|
|||
Purchases and retirement of common stock
|
(1,153.6
|
)
|
|
(2,262.5
|
)
|
|
(577.8
|
)
|
|||
Issuance of long-term debt, net
|
594.6
|
|
|
346.5
|
|
|
—
|
|
|||
Payment for capital lease obligation
|
0.4
|
|
|
(0.4
|
)
|
|
(1.4
|
)
|
|||
Customer financing arrangements
|
—
|
|
|
9.0
|
|
|
33.9
|
|
|||
Excess tax benefits from share-based compensation
|
12.3
|
|
|
9.4
|
|
|
1.9
|
|
|||
Payment of cash dividends
|
(156.3
|
)
|
|
(86.0
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(581.4
|
)
|
|
(1,824.2
|
)
|
|
(401.7
|
)
|
|||
Effect of foreign currency exchange rates on cash and cash equivalents
|
(21.1
|
)
|
|
(17.6
|
)
|
|
(7.0
|
)
|
|||
Net decrease in cash and cash equivalents
|
(218.7
|
)
|
|
(644.4
|
)
|
|
(123.8
|
)
|
|||
Cash and cash equivalents at beginning of period
|
1,639.6
|
|
|
2,284.0
|
|
|
2,407.8
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,420.9
|
|
|
$
|
1,639.6
|
|
|
$
|
2,284.0
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest, net of amounts capitalized
|
$
|
80.6
|
|
|
$
|
44.9
|
|
|
$
|
57.4
|
|
Cash paid for income taxes, net
|
$
|
128.3
|
|
|
$
|
206.0
|
|
|
$
|
105.1
|
|
Non-cash investing activities:
|
|
|
|
|
|
||||||
Construction costs financed for build-to-suit lease
|
$
|
45.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Receipt of a promissory note in connection with the sale of Junos Pulse
|
$
|
—
|
|
|
$
|
125.0
|
|
|
$
|
—
|
|
|
Juniper Networks
|
|
|
|
|
|||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Noncontrolling
Interest
|
|
Total Stockholders' Equity
|
|||||||||||||
Balance at December 31, 2012
|
508.4
|
|
|
$
|
—
|
|
|
$
|
9,905.7
|
|
|
$
|
4.7
|
|
|
$
|
(2,911.4
|
)
|
|
$
|
0.5
|
|
|
$
|
6,999.5
|
|
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
439.8
|
|
|
—
|
|
|
439.8
|
|
||||||
Other comprehensive income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
59.9
|
|
|
—
|
|
|
—
|
|
|
59.9
|
|
||||||
Issuance of common stock
|
16.0
|
|
|
—
|
|
|
142.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142.2
|
|
||||||
Dissolution of non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||||
Repurchase and retirement of common stock
|
(29.2
|
)
|
|
—
|
|
|
(418.1
|
)
|
|
—
|
|
|
(159.7
|
)
|
|
—
|
|
|
(577.8
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
244.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
244.9
|
|
||||||
Tax effects from employee stock option plans
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
||||||
Balance at December 31, 2013
|
495.2
|
|
|
—
|
|
|
9,868.9
|
|
|
64.6
|
|
|
(2,631.3
|
)
|
|
—
|
|
|
7,302.2
|
|
||||||
Consolidated net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(334.3
|
)
|
|
—
|
|
|
(334.3
|
)
|
||||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(78.4
|
)
|
|
—
|
|
|
—
|
|
|
(78.4
|
)
|
||||||
Issuance of common stock
|
17.7
|
|
|
—
|
|
|
159.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159.1
|
|
||||||
Repurchase and retirement of common stock
|
(96.7
|
)
|
|
—
|
|
|
(1,367.0
|
)
|
|
—
|
|
|
(895.5
|
)
|
|
—
|
|
|
(2,262.5
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
240.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
240.0
|
|
||||||
Tax effects from employee stock option plans
|
—
|
|
|
—
|
|
|
(21.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.0
|
)
|
||||||
Payment of cash dividends
|
—
|
|
|
—
|
|
|
(86.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86.0
|
)
|
||||||
Balance at December 31, 2014
|
416.2
|
|
|
—
|
|
|
8,794.0
|
|
|
(13.8
|
)
|
|
(3,861.1
|
)
|
|
—
|
|
|
4,919.1
|
|
||||||
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
633.7
|
|
|
—
|
|
|
633.7
|
|
||||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
||||||
Issuance of common stock
|
13.6
|
|
|
—
|
|
|
121.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121.2
|
|
||||||
Repurchase and retirement of common stock
|
(45.8
|
)
|
|
—
|
|
|
(639.8
|
)
|
|
—
|
|
|
(513.8
|
)
|
|
—
|
|
|
(1,153.6
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
217.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217.3
|
|
||||||
Tax effects from employee stock option plans
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
||||||
Payment of cash dividends
|
—
|
|
|
—
|
|
|
(156.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156.3
|
)
|
||||||
Balance at December 31, 2015
|
384.0
|
|
|
$
|
—
|
|
|
$
|
8,334.8
|
|
|
$
|
(19.2
|
)
|
|
$
|
(3,741.2
|
)
|
|
$
|
—
|
|
|
$
|
4,574.4
|
|
|
Estimated Useful Life (years)
|
Computers, equipment, and software
|
3 to 7
|
Furniture and fixtures
|
5 to 7
|
Building and building improvements
|
7 to 40
|
Land improvements
|
5 to 40
|
Leasehold improvements
|
Lease term, not to exceed 10 years
|
•
|
Persuasive evidence of an arrangement exists.
The Company generally relies upon sales contracts or agreements, and customer purchase orders to determine the existence of an arrangement.
|
•
|
Delivery has occurred.
The Company uses shipping terms and related documents, or written evidence of customer acceptance, when applicable, to verify delivery or performance.
|
•
|
Sales price is fixed or determinable.
The Company assesses whether the sales price is fixed or determinable based on the payment terms and whether the sales price is subject to refund or adjustment.
|
•
|
Collectability is reasonably assured.
The Company assesses collectability based on creditworthiness of customers as determined by its credit checks, their payment histories, or changes in circumstances that indicate that collectability is not reasonably assured.
|
|
2014 Acquisition
|
|
2013 Acquisition
|
||||
Net tangible assets acquired
|
$
|
—
|
|
|
$
|
0.1
|
|
Net liabilities acquired
|
(2.7
|
)
|
|
—
|
|
||
Intangible assets acquired
|
17.8
|
|
|
9.9
|
|
||
Goodwill
|
13.6
|
|
|
—
|
|
||
Total
|
$
|
28.7
|
|
|
$
|
10.0
|
|
|
Weighted
Average
Estimated
Useful
Life
(In Years)
|
|
Amount
|
||
Existing technology
|
7
|
|
$
|
10.7
|
|
Customer relationships
|
7
|
|
6.0
|
|
|
Trade name
|
4
|
|
0.6
|
|
|
Backlog
|
1
|
|
0.2
|
|
|
Non-compete agreements
|
2
|
|
0.3
|
|
|
Total
|
7
|
|
$
|
17.8
|
|
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Asset-backed securities
|
$
|
312.2
|
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
$
|
311.7
|
|
Certificates of deposit
|
9.6
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
||||
Commercial paper
|
17.7
|
|
|
—
|
|
|
—
|
|
|
17.7
|
|
||||
Corporate debt securities
|
913.8
|
|
|
0.2
|
|
|
(2.6
|
)
|
|
911.4
|
|
||||
Foreign government debt securities
|
16.5
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
||||
Government-sponsored enterprise obligations
|
204.1
|
|
|
—
|
|
|
(0.4
|
)
|
|
203.7
|
|
||||
U.S. government securities
|
278.0
|
|
|
—
|
|
|
(0.4
|
)
|
|
277.6
|
|
||||
Total fixed income securities
|
1,751.9
|
|
|
0.2
|
|
|
(3.9
|
)
|
|
1,748.2
|
|
||||
Money market funds
|
29.7
|
|
|
—
|
|
|
—
|
|
|
29.7
|
|
||||
Mutual funds
|
6.1
|
|
|
0.1
|
|
|
—
|
|
|
6.2
|
|
||||
Publicly-traded equity securities
|
8.7
|
|
|
0.8
|
|
|
(0.7
|
)
|
|
8.8
|
|
||||
Total available-for-sale securities
|
1,796.4
|
|
|
1.1
|
|
|
(4.6
|
)
|
|
1,792.9
|
|
||||
Trading securities in mutual funds
(1)
|
17.7
|
|
|
—
|
|
|
—
|
|
|
17.7
|
|
||||
Total
|
$
|
1,814.1
|
|
|
$
|
1.1
|
|
|
$
|
(4.6
|
)
|
|
$
|
1,810.6
|
|
|
|
|
|
|
|
|
|
||||||||
Reported as:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.4
|
|
Restricted investments
|
35.8
|
|
|
0.1
|
|
|
—
|
|
|
35.9
|
|
||||
Short-term investments
|
527.2
|
|
|
0.9
|
|
|
(1.0
|
)
|
|
527.1
|
|
||||
Long-term investments
|
1,247.7
|
|
|
0.1
|
|
|
(3.6
|
)
|
|
1,244.2
|
|
||||
Total
|
$
|
1,814.1
|
|
|
$
|
1.1
|
|
|
$
|
(4.6
|
)
|
|
$
|
1,810.6
|
|
(1)
|
Balance includes the Company's non-qualified deferred compensation plan assets.
|
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
As of December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Asset-backed securities
|
$
|
269.3
|
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
269.0
|
|
Certificates of deposit
|
10.6
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
||||
Commercial paper
|
20.3
|
|
|
—
|
|
|
—
|
|
|
20.3
|
|
||||
Corporate debt securities
|
738.6
|
|
|
0.5
|
|
|
(1.1
|
)
|
|
738.0
|
|
||||
Foreign government debt securities
|
24.6
|
|
|
—
|
|
|
—
|
|
|
24.6
|
|
||||
Government-sponsored enterprise obligations
|
162.2
|
|
|
—
|
|
|
(0.1
|
)
|
|
162.1
|
|
||||
U.S. government securities
|
246.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
246.0
|
|
||||
Total fixed income securities
|
1,471.7
|
|
|
0.5
|
|
|
(1.6
|
)
|
|
1,470.6
|
|
||||
Money market funds
|
594.2
|
|
|
—
|
|
|
—
|
|
|
594.2
|
|
||||
Mutual funds
|
3.9
|
|
|
0.1
|
|
|
—
|
|
|
4.0
|
|
||||
Publicly-traded equity securities
|
2.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
2.0
|
|
||||
Total available-for-sale securities
|
2,071.9
|
|
|
0.6
|
|
|
(1.7
|
)
|
|
2,070.8
|
|
||||
Trading securities in mutual funds
(1)
|
16.3
|
|
|
—
|
|
|
—
|
|
|
16.3
|
|
||||
Total
|
$
|
2,088.2
|
|
|
$
|
0.6
|
|
|
$
|
(1.7
|
)
|
|
$
|
2,087.1
|
|
|
|
|
|
|
|
|
|
||||||||
Reported as:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
576.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
576.6
|
|
Restricted investments
|
45.2
|
|
|
—
|
|
|
—
|
|
|
45.2
|
|
||||
Short-term investments
|
332.2
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
332.2
|
|
||||
Long-term investments
|
1,134.2
|
|
|
0.4
|
|
|
(1.5
|
)
|
|
1,133.1
|
|
||||
Total
|
$
|
2,088.2
|
|
|
$
|
0.6
|
|
|
$
|
(1.7
|
)
|
|
$
|
2,087.1
|
|
(1)
|
Balance includes the Company's non-qualified deferred compensation plan assets.
|
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
Due in less than one year
|
$
|
504.1
|
|
|
$
|
0.1
|
|
|
$
|
(0.3
|
)
|
|
$
|
503.9
|
|
Due between one and five years
|
1,247.8
|
|
|
0.1
|
|
|
(3.6
|
)
|
|
1,244.3
|
|
||||
Total
|
$
|
1,751.9
|
|
|
$
|
0.2
|
|
|
$
|
(3.9
|
)
|
|
$
|
1,748.2
|
|
|
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, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed securities
|
$
|
274.2
|
|
|
$
|
(0.4
|
)
|
|
$
|
30.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
305.0
|
|
|
$
|
(0.5
|
)
|
Certificates of deposit
(1)
|
3.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
||||||
Corporate debt securities
|
687.9
|
|
|
(2.3
|
)
|
|
58.9
|
|
|
(0.3
|
)
|
|
746.8
|
|
|
(2.6
|
)
|
||||||
Foreign government debt securities
(1)
|
9.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|
—
|
|
||||||
Government-sponsored enterprise obligations
|
185.3
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
185.3
|
|
|
(0.4
|
)
|
||||||
U.S. government securities
|
259.3
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
259.3
|
|
|
(0.4
|
)
|
||||||
Total fixed income securities
|
1,419.5
|
|
|
(3.5
|
)
|
|
89.7
|
|
|
(0.4
|
)
|
|
1,509.2
|
|
|
(3.9
|
)
|
||||||
Publicly-traded equity securities
|
2.1
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
(0.7
|
)
|
||||||
Total available-for sale securities
|
$
|
1,421.6
|
|
|
$
|
(4.2
|
)
|
|
$
|
89.7
|
|
|
$
|
(0.4
|
)
|
|
$
|
1,511.3
|
|
|
$
|
(4.6
|
)
|
(1)
|
Balances less than 12 months include investments that were in an immaterial unrealized loss position as of
December 31, 2015
.
|
|
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, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed securities
|
$
|
221.9
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
221.9
|
|
|
$
|
(0.3
|
)
|
Corporate debt securities
|
515.9
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
515.9
|
|
|
(1.1
|
)
|
||||||
Foreign government debt securities
(1)
|
24.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.6
|
|
|
—
|
|
||||||
Government-sponsored enterprise obligations
|
113.8
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
113.8
|
|
|
(0.1
|
)
|
||||||
U.S. government securities
|
189.0
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
189.0
|
|
|
(0.1
|
)
|
||||||
Total fixed income securities
|
1,065.2
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
1,065.2
|
|
|
(1.6
|
)
|
||||||
Publicly-traded equity securities
|
2.0
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
(0.1
|
)
|
||||||
Total available-for-sale securities
|
$
|
1,067.2
|
|
|
$
|
(1.7
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,067.2
|
|
|
$
|
(1.7
|
)
|
(1)
|
Balances less than 12 months include investments that were in an immaterial unrealized loss position as of
December 31, 2014
.
|
|
Fair Value Measurements at December 31, 2015 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
|
||||||||
Assets measured at fair value:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Asset-backed securities
|
$
|
—
|
|
|
$
|
311.7
|
|
|
$
|
—
|
|
|
$
|
311.7
|
|
Certificates of deposit
|
—
|
|
|
9.6
|
|
|
—
|
|
|
9.6
|
|
||||
Commercial paper
|
—
|
|
|
17.7
|
|
|
—
|
|
|
17.7
|
|
||||
Corporate debt securities
|
—
|
|
|
911.4
|
|
|
—
|
|
|
911.4
|
|
||||
Foreign government debt securities
|
—
|
|
|
16.5
|
|
|
—
|
|
|
16.5
|
|
||||
Government-sponsored enterprise obligations
|
—
|
|
|
203.7
|
|
|
—
|
|
|
203.7
|
|
||||
Money market funds
(1)
|
29.7
|
|
|
—
|
|
|
—
|
|
|
29.7
|
|
||||
Mutual funds
(2)
|
6.2
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
||||
Publicly-traded equity securities
|
8.8
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
||||
U.S. government securities
|
247.3
|
|
|
30.3
|
|
|
—
|
|
|
277.6
|
|
||||
Total available-for-sale securities
|
292.0
|
|
|
1,500.9
|
|
|
—
|
|
|
1,792.9
|
|
||||
Trading securities in mutual funds
(3)
|
17.7
|
|
|
—
|
|
|
—
|
|
|
17.7
|
|
||||
Privately-held debt and redeemable preferred
stock securities
|
—
|
|
|
—
|
|
|
60.2
|
|
|
60.2
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
Total assets measured at fair value
|
$
|
309.7
|
|
|
$
|
1,501.3
|
|
|
$
|
60.2
|
|
|
$
|
1,871.2
|
|
Liabilities measured at fair value:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
|
|
|
|
|
|
|
|
||||||||
Total assets measured at fair value, reported as:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
—
|
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
3.4
|
|
Restricted investments
|
35.9
|
|
|
—
|
|
|
—
|
|
|
35.9
|
|
||||
Short-term investments
|
108.2
|
|
|
418.9
|
|
|
—
|
|
|
527.1
|
|
||||
Long-term investments
|
165.6
|
|
|
1,078.6
|
|
|
—
|
|
|
1,244.2
|
|
||||
Prepaid expenses and other current assets
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
Other long-term assets
|
—
|
|
|
—
|
|
|
60.2
|
|
|
60.2
|
|
||||
Total assets measured at fair value
|
$
|
309.7
|
|
|
$
|
1,501.3
|
|
|
$
|
60.2
|
|
|
$
|
1,871.2
|
|
|
|
|
|
|
|
|
|
||||||||
Total liabilities measured at fair value, reported as:
|
|
|
|
|
|
|
|
||||||||
Other accrued liabilities
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
(1)
|
Balance includes
$29.7 million
of restricted investments measured at fair market value, related to the Company's D&O trust and acquisitions related escrows.
|
(2)
|
Balance relates to the restricted investments measured at fair market value of the Company's India Gratuity Trust.
|
(3)
|
Balance relates to the investments measured at fair value related to the Company's non-qualified deferred compensation plan assets.
|
|
Fair Value Measurements at December 31, 2014 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
|
||||||||
Assets measured at fair value:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Asset-backed securities
|
$
|
—
|
|
|
$
|
269.0
|
|
|
$
|
—
|
|
|
$
|
269.0
|
|
Certificates of deposit
|
—
|
|
|
10.6
|
|
|
—
|
|
|
10.6
|
|
||||
Commercial paper
|
—
|
|
|
20.3
|
|
|
—
|
|
|
20.3
|
|
||||
Corporate debt securities
|
—
|
|
|
738.0
|
|
|
—
|
|
|
738.0
|
|
||||
Foreign government debt securities
|
—
|
|
|
24.6
|
|
|
—
|
|
|
24.6
|
|
||||
Government-sponsored enterprise obligations
|
—
|
|
|
162.1
|
|
|
—
|
|
|
162.1
|
|
||||
Money market funds
(1)
|
594.2
|
|
|
—
|
|
|
—
|
|
|
594.2
|
|
||||
Mutual funds
(2)
|
4.0
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
||||
Publicly-traded equity securities
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
||||
U.S. government securities
|
246.0
|
|
|
—
|
|
|
—
|
|
|
246.0
|
|
||||
Total available-for-sale securities
|
846.2
|
|
|
1,224.6
|
|
|
—
|
|
|
2,070.8
|
|
||||
Trading securities in mutual funds
(3)
|
16.3
|
|
|
—
|
|
|
—
|
|
|
16.3
|
|
||||
Privately-held debt and redeemable preferred
stock securities
|
—
|
|
|
—
|
|
|
47.5
|
|
|
47.5
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Total assets measured at fair value
|
$
|
862.5
|
|
|
$
|
1,224.7
|
|
|
$
|
47.5
|
|
|
$
|
2,134.7
|
|
Liabilities measured at fair value:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
(3.9
|
)
|
|
$
|
—
|
|
|
$
|
(3.9
|
)
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
(3.9
|
)
|
|
$
|
—
|
|
|
$
|
(3.9
|
)
|
|
|
|
|
|
|
|
|
||||||||
Total assets measured at fair value, reported as:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
552.9
|
|
|
$
|
23.7
|
|
|
$
|
—
|
|
|
$
|
576.6
|
|
Restricted investments
|
45.2
|
|
|
—
|
|
|
—
|
|
|
45.2
|
|
||||
Short-term investments
|
87.0
|
|
|
245.2
|
|
|
—
|
|
|
332.2
|
|
||||
Long-term investments
|
177.4
|
|
|
955.7
|
|
|
—
|
|
|
1,133.1
|
|
||||
Prepaid expenses and other current assets
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Other long-term assets
|
—
|
|
|
—
|
|
|
47.5
|
|
|
47.5
|
|
||||
Total assets measured at fair value
|
$
|
862.5
|
|
|
$
|
1,224.7
|
|
|
$
|
47.5
|
|
|
$
|
2,134.7
|
|
|
|
|
|
|
|
|
|
||||||||
Total liabilities measured at fair value, reported as:
|
|
|
|
|
|
|
|
||||||||
Other accrued liabilities
|
$
|
—
|
|
|
$
|
(3.9
|
)
|
|
$
|
—
|
|
|
$
|
(3.9
|
)
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
(3.9
|
)
|
|
$
|
—
|
|
|
$
|
(3.9
|
)
|
(1)
|
Balance includes
$41.3 million
of restricted investments measured at fair market value, related to the Company's D&O trust and acquisition related escrows.
|
(2)
|
Balance relates to the restricted investments measured at fair market value of the Company's India Gratuity Trust.
|
(3)
|
Balance relates to the investments measured at fair value related to the Company's non-qualified deferred compensation plan assets.
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Cash flow hedges
|
$
|
116.8
|
|
|
$
|
160.7
|
|
Non-designated derivatives
|
71.8
|
|
|
78.0
|
|
||
Total
|
$
|
188.6
|
|
|
$
|
238.7
|
|
|
Total
|
||
December 31, 2013
|
$
|
4,057.7
|
|
Additions due to business combination
|
13.6
|
|
|
Impairment
|
(850.0
|
)
|
|
Divestiture
|
(239.8
|
)
|
|
December 31, 2014
|
2,981.5
|
|
|
Other
|
(0.2
|
)
|
|
December 31, 2015
|
$
|
2,981.3
|
|
|
Gross
|
|
Accumulated
Amortization
|
|
Accumulated Impairments and
Other Charges
|
|
Net
|
||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
||||||||
Technologies and patents
|
$
|
567.7
|
|
|
$
|
(491.8
|
)
|
|
$
|
(49.9
|
)
|
|
$
|
26.0
|
|
Customer contracts, support agreements, and
related relationships
|
78.1
|
|
|
(67.8
|
)
|
|
(2.8
|
)
|
|
7.5
|
|
||||
Other
|
1.1
|
|
|
(0.7
|
)
|
|
—
|
|
|
0.4
|
|
||||
Total purchased intangible assets
|
$
|
646.9
|
|
|
$
|
(560.3
|
)
|
|
$
|
(52.7
|
)
|
|
$
|
33.9
|
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
||||||||
Technologies and patents
|
$
|
567.7
|
|
|
$
|
(466.1
|
)
|
|
$
|
(49.9
|
)
|
|
$
|
51.7
|
|
Customer contracts, support agreements, and
related relationships
|
78.1
|
|
|
(65.2
|
)
|
|
(2.8
|
)
|
|
10.1
|
|
||||
Other
|
1.1
|
|
|
(0.5
|
)
|
|
—
|
|
|
0.6
|
|
||||
Total purchased intangible assets
|
$
|
646.9
|
|
|
$
|
(531.8
|
)
|
|
$
|
(52.7
|
)
|
|
$
|
62.4
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of revenues
|
$
|
24.6
|
|
|
$
|
30.9
|
|
|
$
|
27.3
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
|
2.8
|
|
|
4.2
|
|
|
3.4
|
|
|||
General and administrative
|
1.1
|
|
|
1.2
|
|
|
1.2
|
|
|||
Total operating expenses
|
3.9
|
|
|
5.4
|
|
|
4.6
|
|
|||
Total
|
$
|
28.5
|
|
|
$
|
36.3
|
|
|
$
|
31.9
|
|
Years Ending December 31,
|
Amount
|
||
2016
|
$
|
11.6
|
|
2017
|
7.0
|
|
|
2018
|
5.1
|
|
|
2019
|
4.9
|
|
|
2020
|
4.8
|
|
|
Thereafter
|
0.5
|
|
|
Total
|
$
|
33.9
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Production materials
|
$
|
61.9
|
|
|
$
|
38.3
|
|
Finished goods
|
13.1
|
|
|
24.2
|
|
||
Inventories
|
$
|
75.0
|
|
|
$
|
62.5
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Computers and equipment
|
$
|
915.1
|
|
|
$
|
806.1
|
|
Software
|
169.1
|
|
|
161.2
|
|
||
Leasehold improvements
|
203.4
|
|
|
179.5
|
|
||
Furniture and fixtures
|
43.2
|
|
|
33.7
|
|
||
Building and building improvements
|
246.1
|
|
|
238.4
|
|
||
Land and land improvements
|
241.1
|
|
|
241.0
|
|
||
Construction-in-process
(1)
|
158.2
|
|
|
70.3
|
|
||
Property and equipment, gross
|
1,976.2
|
|
|
1,730.2
|
|
||
Accumulated depreciation
|
(955.2
|
)
|
|
(825.9
|
)
|
||
Property and equipment, net
|
$
|
1,021.0
|
|
|
$
|
904.3
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Privately-held investments
|
$
|
102.4
|
|
|
$
|
89.9
|
|
Licensed software
|
7.1
|
|
|
8.6
|
|
||
Federal income tax receivable
|
28.9
|
|
|
20.0
|
|
||
Customer financing receivable
|
—
|
|
|
16.9
|
|
||
Inventory
|
8.4
|
|
|
8.0
|
|
||
Prepaid costs, deposits, and other
(1)
|
110.5
|
|
|
75.1
|
|
||
Promissory note, including principal and accrued interest, in connection with the sale of
Junos Pulse
|
132.9
|
|
|
125.0
|
|
||
Other long-term assets
(1)
|
$
|
390.2
|
|
|
$
|
343.5
|
|
(1)
|
During the year ended December 31, 2015, the Company early adopted ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on the Consolidated Balance Sheets. Certain amounts in the prior-year Consolidated Financial Statements were retrospectively adjusted to conform to the current-year presentation.
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Beginning balance
|
$
|
28.7
|
|
|
$
|
28.0
|
|
Provisions made during the period, net
|
27.9
|
|
|
28.6
|
|
||
Actual costs incurred during the period
|
(28.2
|
)
|
|
(27.9
|
)
|
||
Ending balance
|
$
|
28.4
|
|
|
$
|
28.7
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred product revenue:
|
|
|
|
||||
Undelivered product commitments and other product deferrals
|
$
|
210.1
|
|
|
$
|
180.3
|
|
Distributor inventory and other sell-through items
|
81.8
|
|
|
103.7
|
|
||
Deferred gross product revenue
|
291.9
|
|
|
284.0
|
|
||
Deferred cost of product revenue
|
(51.6
|
)
|
|
(58.4
|
)
|
||
Deferred product revenue, net
|
240.3
|
|
|
225.6
|
|
||
Deferred service revenue
|
927.8
|
|
|
850.1
|
|
||
Total
|
$
|
1,168.1
|
|
|
$
|
1,075.7
|
|
Reported as:
|
|
|
|
||||
Current
|
$
|
822.9
|
|
|
$
|
780.8
|
|
Long-term
|
345.2
|
|
|
294.9
|
|
||
Total
|
$
|
1,168.1
|
|
|
$
|
1,075.7
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Interest income
|
$
|
21.8
|
|
|
$
|
10.0
|
|
|
$
|
8.7
|
|
Interest expense
|
(83.3
|
)
|
|
(66.9
|
)
|
|
(58.4
|
)
|
|||
Net gain on legal settlement
|
—
|
|
|
196.1
|
|
|
—
|
|
|||
Gain on investments
|
6.8
|
|
|
167.9
|
|
|
11.3
|
|
|||
Gain on sale of Junos Pulse
|
—
|
|
|
19.6
|
|
|
—
|
|
|||
Other
|
(5.1
|
)
|
|
6.7
|
|
|
(2.0
|
)
|
|||
Other (expense) income, net
|
$
|
(59.8
|
)
|
|
$
|
333.4
|
|
|
$
|
(40.4
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Severance
|
$
|
0.4
|
|
|
$
|
52.6
|
|
|
$
|
22.9
|
|
Facilities
|
(1.0
|
)
|
|
14.4
|
|
|
10.0
|
|
|||
Contract terminations and other
|
—
|
|
|
2.3
|
|
|
14.6
|
|
|||
Asset impairments and write-downs
|
(3.5
|
)
|
|
139.2
|
|
|
—
|
|
|||
Total
|
$
|
(4.1
|
)
|
|
$
|
208.5
|
|
|
$
|
47.5
|
|
|
|
|
|
|
|
||||||
Reported as:
|
|
|
|
|
|
||||||
Cost of revenues
|
$
|
(3.5
|
)
|
|
$
|
41.5
|
|
|
$
|
8.4
|
|
Restructuring and other (benefits) charges
|
(0.6
|
)
|
|
167.0
|
|
|
39.1
|
|
|||
Total
|
$
|
(4.1
|
)
|
|
$
|
208.5
|
|
|
$
|
47.5
|
|
|
December 31,
2014 |
|
Charges
|
|
Cash
Payments
|
|
Non-cash
Settlements and
Other
|
|
December 31,
2015 |
||||||||||
Severance
|
$
|
9.4
|
|
|
$
|
0.4
|
|
|
$
|
(8.2
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
Facilities
|
7.4
|
|
|
(1.0
|
)
|
|
(2.3
|
)
|
|
(1.3
|
)
|
|
2.8
|
|
|||||
Contract terminations and other
|
0.2
|
|
|
(3.5
|
)
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|||||
Total
|
$
|
17.0
|
|
|
$
|
(4.1
|
)
|
|
$
|
(10.5
|
)
|
|
$
|
0.4
|
|
|
$
|
2.8
|
|
|
As of December 31, 2015
|
|||||
|
Amount
|
|
Effective Interest
Rates
|
|||
Senior notes:
|
|
|
|
|||
3.10% fixed-rate notes, due March 2016
|
$
|
300.0
|
|
|
3.25
|
%
|
3.30% fixed-rate notes, due June 2020
|
300.0
|
|
|
3.47
|
%
|
|
4.60% fixed-rate notes, due March 2021
|
300.0
|
|
|
4.69
|
%
|
|
4.50% fixed-rate notes, due March 2024
|
350.0
|
|
|
4.63
|
%
|
|
4.35% fixed-rate notes, due June 2025
|
300.0
|
|
|
4.47
|
%
|
|
5.95% fixed-rate notes, due March 2041
|
400.0
|
|
|
6.03
|
%
|
|
Total senior notes
|
1,950.0
|
|
|
|
||
Unaccreted discount
|
(1.3
|
)
|
|
|
||
Total
|
$
|
1,948.7
|
|
|
|
|
|
|
|
|
|||
Reported as:
|
|
|
|
|||
Short-term debt
|
$
|
299.9
|
|
|
|
|
Long-term debt
|
1,648.8
|
|
|
|
||
Total
|
$
|
1,948.7
|
|
|
|
|
Shares
Repurchased
|
|
Average price
per share
|
|
Amount
Repurchased
|
|||||
2015
|
|
|
|
|
|
|||||
Repurchases under stock repurchase program
|
45.4
|
|
|
$
|
25.16
|
|
|
$
|
1,142.5
|
|
Repurchases for tax withholding
|
0.4
|
|
|
$
|
26.70
|
|
|
$
|
11.1
|
|
2014
|
|
|
|
|
|
|||||
Repurchases under stock repurchase program
|
46.8
|
|
|
$
|
22.42
|
|
|
$
|
1,050.0
|
|
Accelerated share repurchase
(1)
|
49.3
|
|
|
$
|
24.35
|
|
|
$
|
1,200.0
|
|
Repurchases for tax withholding
|
0.6
|
|
|
$
|
19.69
|
|
|
$
|
12.5
|
|
2013
|
|
|
|
|
|
|||||
Repurchases under stock repurchase program
|
28.9
|
|
|
$
|
19.76
|
|
|
$
|
570.6
|
|
Repurchases for tax withholding
|
0.4
|
|
|
$
|
20.23
|
|
|
$
|
7.2
|
|
(1)
|
As part of the 2014 Stock Repurchase Program, the Company entered into
two
separate accelerated share repurchase agreements (collectively, the "ASR") with
two
financial institutions to repurchase
$1.2 billion
of the Company's common stock. The Company made an up-front payment of
$1.2 billion
pursuant to the ASR to repurchase the Company's common stock. The aggregate number of shares ultimately purchased was determined based on a volume weighted average repurchase price, less an agreed upon discount. The shares received with respect to the ASR have been retired. Retired shares return to authorized but unissued shares of common stock.
|
|
Unrealized
Gains (Losses)
on Available-for-
Sale Securities
(1)
|
|
Unrealized
Gains (Losses)
on Cash Flow
Hedges
(2)
|
|
Foreign
Currency
Translation
Adjustments
|
|
Total
|
||||||||
Balance as of December 31, 2013
|
$
|
66.2
|
|
|
$
|
2.2
|
|
|
$
|
(3.8
|
)
|
|
$
|
64.6
|
|
Other comprehensive gain (loss) before reclassifications
|
48.7
|
|
|
(4.1
|
)
|
|
(14.2
|
)
|
|
30.4
|
|
||||
Amount reclassified from accumulated other
comprehensive income
|
(106.5
|
)
|
|
(2.3
|
)
|
|
—
|
|
|
(108.8
|
)
|
||||
Other comprehensive loss
|
(57.8
|
)
|
|
(6.4
|
)
|
|
(14.2
|
)
|
|
(78.4
|
)
|
||||
Balance as of December 31, 2014
|
$
|
8.4
|
|
|
$
|
(4.2
|
)
|
|
$
|
(18.0
|
)
|
|
$
|
(13.8
|
)
|
Other comprehensive gain (loss) before reclassifications
|
9.1
|
|
|
(6.7
|
)
|
|
(16.9
|
)
|
|
(14.5
|
)
|
||||
Amount reclassified from accumulated other
comprehensive income
|
(0.5
|
)
|
|
9.6
|
|
|
—
|
|
|
9.1
|
|
||||
Other comprehensive gain (loss), net
|
8.6
|
|
|
2.9
|
|
|
(16.9
|
)
|
|
(5.4
|
)
|
||||
Balance as of December 31, 2015
|
$
|
17.0
|
|
|
$
|
(1.3
|
)
|
|
$
|
(34.9
|
)
|
|
$
|
(19.2
|
)
|
(1)
|
The reclassifications out of accumulated other comprehensive income, net of tax during the years ended
December 31, 2015
and
December 31, 2014
for realized gains on available-for-sale securities of
$0.5 million
and
$104.3 million
, respectively, are included in other (expense) income, net, in the Consolidated Statements of Operations.
|
(2)
|
The reclassifications out of accumulated other comprehensive (loss) income, net of tax during the year ended
December 31, 2015
for realized losses on cash flow hedges are included within cost of revenues of
$2.9 million
, research and development of
$0.2 million
, sales and marketing of
$6.0 million
, and general and administrative of
$0.5 million
in the Consolidated Statements of Operations. The reclassifications out of accumulated other comprehensive income during the year ended
December 31, 2014
for realized gains on cash flow hedges are included within research and development of
$1.4 million
, sales and marketing of
$0.3 million
, and general and administrative of
$0.7 million
and for realized losses within cost of revenues of
$0.1 million
for which the hedged transactions relate in the Consolidated Statements of Operations.
|
|
Outstanding Options
|
|||||||||||
|
Number of Shares
|
|
Weighted Average
Exercise Price
per Share
|
|
Weighted Average
Remaining
Contractual Term
(In Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance as of December 31, 2012
|
34.1
|
|
|
$
|
24.13
|
|
|
3.1
|
|
$
|
52.5
|
|
Canceled
|
(1.3
|
)
|
|
29.56
|
|
|
|
|
|
|||
Exercised
|
(5.6
|
)
|
|
15.58
|
|
|
|
|
|
|||
Expired
|
(4.1
|
)
|
|
28.35
|
|
|
|
|
|
|||
Balance as of December 31, 2013
|
23.1
|
|
|
$
|
25.15
|
|
|
2.4
|
|
$
|
44.6
|
|
Canceled
|
(0.6
|
)
|
|
30.15
|
|
|
|
|
|
|||
Exercised
|
(5.4
|
)
|
|
19.76
|
|
|
|
|
|
|||
Expired
|
(7.2
|
)
|
|
29.11
|
|
|
|
|
|
|||
Balance as of December 31, 2014
|
9.9
|
|
|
$
|
24.87
|
|
|
2.0
|
|
$
|
24.7
|
|
Canceled
|
(0.1
|
)
|
|
23.65
|
|
|
|
|
|
|||
Exercised
|
(3.5
|
)
|
|
19.78
|
|
|
|
|
|
|||
Expired
|
(2.7
|
)
|
|
27.99
|
|
|
|
|
|
|||
Balance as of December 31, 2015
|
3.6
|
|
|
$
|
27.52
|
|
|
2.1
|
|
$
|
16.6
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2015:
|
|
|
|
|
|
|
|
|||||
Vested and expected-to-vest options
|
3.6
|
|
|
$
|
27.58
|
|
|
2.1
|
|
$
|
16.3
|
|
Exercisable options
|
3.4
|
|
|
$
|
28.82
|
|
|
1.8
|
|
$
|
12.1
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Price
(In dollars)
|
|
Number
Outstanding
(In millions)
|
|
Weighted Average
Remaining
Contractual Life
(In years)
|
|
Weighted Average
Exercise Price
(In dollars)
|
|
Number
Exercisable
(In millions)
|
|
Weighted Average
Exercise Price
(In dollars)
|
||||||
$0.03 - $14.68
|
|
0.4
|
|
|
5.3
|
|
$
|
3.38
|
|
|
0.3
|
|
|
$
|
4.94
|
|
$15.09 - $18.45
|
|
0.4
|
|
|
0.7
|
|
15.58
|
|
|
0.3
|
|
|
15.47
|
|
||
$18.49 - $26.10
|
|
0.4
|
|
|
2.3
|
|
24.11
|
|
|
0.3
|
|
|
24.19
|
|
||
$26.39 - $27.44
|
|
0.5
|
|
|
1.0
|
|
26.97
|
|
|
0.5
|
|
|
26.97
|
|
||
$27.62 - $29.33
|
|
0.1
|
|
|
2.0
|
|
28.88
|
|
|
0.1
|
|
|
28.88
|
|
||
$29.89 - $29.89
|
|
0.5
|
|
|
1.2
|
|
29.89
|
|
|
0.5
|
|
|
29.89
|
|
||
$30.01 - $36.49
|
|
0.4
|
|
|
1.9
|
|
32.76
|
|
|
0.4
|
|
|
32.76
|
|
||
$38.93 - $38.93
|
|
0.1
|
|
|
2.4
|
|
38.93
|
|
|
0.1
|
|
|
38.93
|
|
||
$40.26 - $40.26
|
|
0.5
|
|
|
2.2
|
|
40.26
|
|
|
0.6
|
|
|
40.26
|
|
||
$44.00 - $44.00
|
|
0.3
|
|
|
2.1
|
|
44.00
|
|
|
0.3
|
|
|
44.00
|
|
||
$0.03 - $44.00
|
|
3.6
|
|
|
2.1
|
|
$
|
27.52
|
|
|
3.4
|
|
|
$
|
28.82
|
|
|
Outstanding RSUs, RSAs, and PSAs
|
|||||||||||
|
Number of Shares
|
|
Weighted Average
Grant-Date Fair
Value per Share
|
|
Weighted Average
Remaining
Contractual Term
(In Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance as of December 31, 2012
|
26.8
|
|
|
$
|
27.76
|
|
|
1.7
|
|
$
|
565.0
|
|
RSUs granted
|
10.3
|
|
|
20.32
|
|
|
|
|
|
|||
PSAs granted
(1)
|
2.2
|
|
|
21.27
|
|
|
|
|
|
|||
RSUs vested
(2)
|
(6.1
|
)
|
|
26.15
|
|
|
|
|
|
|||
PSAs vested
(2)
|
(1.1
|
)
|
|
28.52
|
|
|
|
|
|
|||
RSAs vested
(2)
|
(1.6
|
)
|
|
19.59
|
|
|
|
|
|
|||
RSUs canceled
|
(3.4
|
)
|
|
22.99
|
|
|
|
|
|
|||
PSAs canceled
|
(1.7
|
)
|
|
29.10
|
|
|
|
|
|
|||
Balance as of December 31, 2013
|
25.4
|
|
|
$
|
23.44
|
|
|
1.1
|
|
$
|
573.5
|
|
RSUs granted
(3)(6)
|
10.0
|
|
|
22.52
|
|
|
|
|
|
|||
RSUs assumed
(4)
|
0.4
|
|
|
22.66
|
|
|
|
|
|
|||
RSAs assumed
(4)
|
0.9
|
|
|
22.66
|
|
|
|
|
|
|||
PSAs granted
(5)(6)
|
1.4
|
|
|
24.25
|
|
|
|
|
|
|||
PSAs assumed
(4)
|
0.2
|
|
|
22.66
|
|
|
|
|
|
|||
RSUs vested
(2)
|
(7.3
|
)
|
|
22.98
|
|
|
|
|
|
|||
RSAs vested
(2)
|
(1.4
|
)
|
|
19.59
|
|
|
|
|
|
|||
PSAs vested
(2)
|
(1.1
|
)
|
|
36.19
|
|
|
|
|
|
|||
RSUs canceled
|
(4.0
|
)
|
|
21.63
|
|
|
|
|
|
|||
PSAs canceled
|
(3.2
|
)
|
|
30.43
|
|
|
|
|
|
|||
Balance as of December 31, 2014
|
21.3
|
|
|
$
|
22.05
|
|
|
1.1
|
|
$
|
475.0
|
|
RSUs granted
(3)(6)
|
8.9
|
|
|
23.41
|
|
|
|
|
|
|||
PSAs granted
(6)(7)
|
1.0
|
|
|
23.76
|
|
|
|
|
|
|||
RSUs vested
(2)
|
(7.2
|
)
|
|
22.58
|
|
|
|
|
|
|||
RSAs vested
(2)
|
(1.8
|
)
|
|
20.13
|
|
|
|
|
|
|||
PSAs vested
(2)
|
(0.3
|
)
|
|
22.52
|
|
|
|
|
|
|||
RSUs canceled
|
(2.3
|
)
|
|
22.18
|
|
|
|
|
|
|||
PSAs canceled
|
(1.0
|
)
|
|
22.27
|
|
|
|
|
|
|||
Balance at December 31, 2015
|
18.6
|
|
|
$
|
22.71
|
|
|
1.1
|
|
$
|
514.1
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|||||
Vested and expected-to-vest RSUs, RSAs,
and PSAs
|
15.3
|
|
|
$
|
22.59
|
|
|
1.0
|
|
$
|
421.3
|
|
(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 (or an authorized subcommittee) are achieved at target is
1.1 million
shares. Depending on achievement of such performance goals, the range of shares that could be issued under these awards is
0
to
2.2 million
shares.
|
(2)
|
Total fair value of RSUs, RSAs, and PSAs vested during
2015
,
2014
, and
2013
was
$202.7 million
,
$238.5 million
, and
$221.5 million
, respectively.
|
(3)
|
Includes service-based and market-based RSUs granted under the 2006 Plan and 2015 Plan according to their terms.
|
(4)
|
RSUs, RSAs, and PSAs assumed in connection with the acquisition of WANDL Inc.
|
(5)
|
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 (or an authorized subcommittee) are achieved at target is
0.7 million
shares. Depending on achievement of such performance goals, the range of shares that could be issued under these awards is
0
to
1.4 million
shares.
|
(6)
|
On February 20, 2014, the Company announced its intention to initiate a quarterly cash dividend of
$0.10
per share of common stock in the third quarter of 2014. As a result of the Company's announcement, the grant date fair value of RSUs and PSAs granted after the
|
(7)
|
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 (or an authorized subcommittee) are achieved at target is
0.7 million
shares. Depending on achievement of such performance goals, the range of shares that could be issued under these awards is
0
to
1.0 million
shares.
|
|
Number of Shares
|
|
Balance as of December 31, 2014
|
47.8
|
|
RSUs and PSAs granted
(1)
|
(20.7
|
)
|
RSUs and PSAs canceled
(1)(2)
|
7.0
|
|
Options canceled
(2)
|
0.1
|
|
Options expired
(2)
|
2.7
|
|
Shares discontinued
(3)
|
(38.2
|
)
|
Shares authorized under the 2015 Plan
|
38.0
|
|
Balance as of December 31, 2015
|
36.7
|
|
(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 2015 Plan and 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)
|
Canceled or expired options under the 2006 Plan and the 1996 Plan and canceled RSUs and PSAs under the 2006 Plan are no longer available for future grant under such plans; however, the number of shares available for grant under the 2015 Plan will be increased by the amount of such canceled or expired options, RSUs or PSAs, as applicable, up to a maximum of
29.0 million
additional shares of common stock, pursuant to the terms of the 2015 Plan.
|
(3)
|
Authorized shares not subject to outstanding awards under the 2006 Plan were canceled on May 19, 2015, following the approval by the Company’s stockholders of the 2015 Plan. Effective May 19, 2015, no additional awards are issuable under the 2006 Plan.
|
|
Years Ended December 31,
|
||||
|
2015
|
|
2014
|
|
2013
|
ESPP
(1)
:
|
|
|
|
|
|
Volatility
|
29%
|
|
30%
|
|
36%
|
Risk-free interest rate
|
0.1%
|
|
0.1%
|
|
0.1%
|
Expected life (years)
|
0.5
|
|
0.5
|
|
0.5
|
Dividend yield
|
1.7%
|
|
0% - 1.8%
|
|
—
|
Weighted-average fair value per share
|
$5.63
|
|
$5.72
|
|
$5.54
|
|
|
|
|
|
|
Market-based RSUs
(2)
|
|
|
|
|
|
Volatility
|
34%
|
|
36%
|
|
—
|
Risk-free interest rate
|
1.4%
|
|
1.6%
|
|
—
|
Dividend yield
|
1.8%
|
|
0% - 2.0%
|
|
—
|
Weighted-average fair value per share
|
$14.97
|
|
$16.89
|
|
—
|
(1)
|
The Black-Scholes-Merton option-pricing model is utilized to estimate the fair value of ESPP.
|
(2)
|
The fair value of market-based RSUs utilizes the Monte Carlo simulation option pricing model. The Company amortizes the fair value of these awards over the derived service period adjusted for estimated forfeitures for each separately vesting tranche of the award. Provided that the derived service is rendered, the total fair value of the market-based RSUs at the date of grant is recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria.
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of revenues - Product
|
$
|
5.6
|
|
|
$
|
5.0
|
|
|
$
|
4.7
|
|
Cost of revenues - Service
|
13.8
|
|
|
14.2
|
|
|
15.4
|
|
|||
Research and development
|
125.4
|
|
|
134.5
|
|
|
127.6
|
|
|||
Sales and marketing
|
45.6
|
|
|
60.2
|
|
|
70.9
|
|
|||
General and administrative
|
26.9
|
|
|
26.1
|
|
|
26.0
|
|
|||
Total
|
$
|
217.3
|
|
|
$
|
240.0
|
|
|
$
|
244.6
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Stock options
|
$
|
6.6
|
|
|
$
|
14.9
|
|
|
$
|
31.5
|
|
RSUs, RSAs, and PSAs
|
197.3
|
|
|
209.7
|
|
|
196.8
|
|
|||
ESPP
|
13.4
|
|
|
15.4
|
|
|
16.3
|
|
|||
Total
|
$
|
217.3
|
|
|
$
|
240.0
|
|
|
$
|
244.6
|
|
|
Unrecognized
Compensation Cost |
|
Weighted Average
Period (In Years) |
||
Stock options
|
$
|
2.1
|
|
|
0.6
|
RSUs, RSAs, and PSAs
|
$
|
211.2
|
|
|
1.7
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Americas:
|
|
|
|
|
|
||||||
United States
|
$
|
2,568.6
|
|
|
$
|
2,410.6
|
|
|
$
|
2,381.5
|
|
Other
|
223.6
|
|
|
219.7
|
|
|
232.0
|
|
|||
Total Americas
|
2,792.2
|
|
|
2,630.3
|
|
|
2,613.5
|
|
|||
Europe, Middle East, and Africa
|
1,320.3
|
|
|
1,263.3
|
|
|
1,256.9
|
|
|||
Asia Pacific
|
745.3
|
|
|
733.5
|
|
|
798.7
|
|
|||
Total
|
$
|
4,857.8
|
|
|
$
|
4,627.1
|
|
|
$
|
4,669.1
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
United States
|
$
|
925.5
|
|
|
$
|
871.7
|
|
International
|
129.4
|
|
|
95.0
|
|
||
Property and equipment, net and purchased intangible assets, net
|
$
|
1,054.9
|
|
|
$
|
966.7
|
|
Note 14.
|
Income Taxes
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
456.3
|
|
|
$
|
(509.7
|
)
|
|
$
|
248.7
|
|
Foreign
|
395.9
|
|
|
423.4
|
|
|
276.8
|
|
|||
Total pretax (loss) income
|
$
|
852.2
|
|
|
$
|
(86.3
|
)
|
|
$
|
525.5
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current provision (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
181.4
|
|
|
$
|
180.1
|
|
|
$
|
(12.9
|
)
|
States
|
15.9
|
|
|
15.2
|
|
|
(5.0
|
)
|
|||
Foreign
|
43.3
|
|
|
33.7
|
|
|
32.5
|
|
|||
Total current provision (benefit)
|
240.6
|
|
|
229.0
|
|
|
14.6
|
|
|||
Deferred provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
(16.7
|
)
|
|
17.3
|
|
|
51.2
|
|
|||
States
|
(0.4
|
)
|
|
1.2
|
|
|
(2.7
|
)
|
|||
Foreign
|
(5.0
|
)
|
|
0.5
|
|
|
22.6
|
|
|||
Total deferred provision (benefit)
|
(22.1
|
)
|
|
19.0
|
|
|
71.1
|
|
|||
Income tax benefits attributable to employee stock plan activity
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total provision (benefit) for income taxes
|
$
|
218.5
|
|
|
$
|
248.0
|
|
|
$
|
85.7
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Expected (benefit) provision at 35% rate
|
$
|
298.3
|
|
|
$
|
(30.2
|
)
|
|
$
|
184.0
|
|
State taxes (benefit), net of federal benefit
|
8.9
|
|
|
9.5
|
|
|
(3.6
|
)
|
|||
Foreign income at different tax rates
|
(68.9
|
)
|
|
(90.2
|
)
|
|
(37.7
|
)
|
|||
R&D tax credits
|
(12.7
|
)
|
|
(17.1
|
)
|
|
(32.5
|
)
|
|||
Share-based compensation
|
13.2
|
|
|
25.3
|
|
|
25.6
|
|
|||
Non-deductible goodwill impairment
|
—
|
|
|
297.5
|
|
|
—
|
|
|||
Gain on sale of Junos Pulse
|
—
|
|
|
75.6
|
|
|
—
|
|
|||
Release of valuation allowance
|
—
|
|
|
(22.8
|
)
|
|
—
|
|
|||
Settlement with tax authorities
|
—
|
|
|
—
|
|
|
(28.3
|
)
|
|||
Domestic production activities
|
(15.1
|
)
|
|
(6.8
|
)
|
|
(26.3
|
)
|
|||
Non-deductible compensation
|
3.7
|
|
|
3.2
|
|
|
1.5
|
|
|||
Cost sharing adjustment
|
(13.2
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
4.3
|
|
|
4.0
|
|
|
3.0
|
|
|||
Total provision for income taxes
|
$
|
218.5
|
|
|
$
|
248.0
|
|
|
$
|
85.7
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Net operating loss carry-forwards
|
$
|
1.0
|
|
|
$
|
1.3
|
|
Foreign tax credit carry-forwards
|
75.4
|
|
|
69.7
|
|
||
Research and other credit carry-forwards
|
128.7
|
|
|
122.5
|
|
||
Deferred revenue
|
109.3
|
|
|
104.9
|
|
||
Stock-based compensation
|
49.1
|
|
|
55.8
|
|
||
Cost sharing adjustment
|
70.1
|
|
|
—
|
|
||
Reserves and accruals not currently deductible
|
173.9
|
|
|
129.8
|
|
||
Other
|
19.2
|
|
|
19.8
|
|
||
Total deferred tax assets
|
626.7
|
|
|
503.8
|
|
||
Valuation allowance
|
(146.2
|
)
|
|
(144.5
|
)
|
||
Deferred tax assets, net of valuation allowance
|
480.5
|
|
|
359.3
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment basis differences
|
(44.1
|
)
|
|
(35.6
|
)
|
||
Purchased intangibles
|
(3.1
|
)
|
|
(16.7
|
)
|
||
Unremitted foreign earnings
|
(365.4
|
)
|
|
(260.6
|
)
|
||
Deferred compensation and other
|
(12.0
|
)
|
|
(5.1
|
)
|
||
Other
|
—
|
|
|
—
|
|
||
Total deferred tax liabilities
|
(424.6
|
)
|
|
(318.0
|
)
|
||
Net deferred tax assets
(1)
|
$
|
55.9
|
|
|
$
|
41.3
|
|
(1)
|
During the year ended December 31, 2015, the Company early adopted ASU No. 2015-17,
Balance Sheet Classification of Deferred Taxes,
requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on the Consolidated Balance Sheets. Certain amounts in the prior-year Consolidated Financial Statements were retrospectively adjusted to conform to the current-year presentation.
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of year
|
$
|
199.2
|
|
|
$
|
137.6
|
|
|
$
|
136.1
|
|
Tax positions related to current year:
|
|
|
|
|
|
||||||
Additions
|
18.1
|
|
|
62.5
|
|
|
15.8
|
|
|||
Tax positions related to prior years:
|
|
|
|
|
|
||||||
Additions
|
5.3
|
|
|
0.6
|
|
|
22.6
|
|
|||
Reductions
|
(2.9
|
)
|
|
—
|
|
|
(2.2
|
)
|
|||
Settlements
|
—
|
|
|
—
|
|
|
(31.1
|
)
|
|||
Lapses in statutes of limitations
|
(3.6
|
)
|
|
(1.5
|
)
|
|
(3.6
|
)
|
|||
Balance at end of year
|
$
|
216.1
|
|
|
$
|
199.2
|
|
|
$
|
137.6
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
633.7
|
|
|
$
|
(334.3
|
)
|
|
$
|
439.8
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares used to compute basic net income (loss)
per share
|
390.6
|
|
|
457.4
|
|
|
501.8
|
|
|||
Dilutive effect of employee stock awards
|
8.8
|
|
|
—
|
|
|
8.5
|
|
|||
Weighted-average shares used to compute diluted net income (loss)
per share
|
399.4
|
|
|
457.4
|
|
|
510.3
|
|
|||
Net income (loss) per share attributable to Juniper Networks common
stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.62
|
|
|
$
|
(0.73
|
)
|
|
$
|
0.88
|
|
Diluted
|
$
|
1.59
|
|
|
$
|
(0.73
|
)
|
|
$
|
0.86
|
|
|
|
|
|
|
|
||||||
Anti-dilutive:
|
|
|
|
|
|
||||||
Potential anti-dilutive shares
|
3.4
|
|
|
20.8
|
|
|
13.2
|
|
Years Ending December 31,
|
Amount
|
||
2016
|
$
|
35.7
|
|
2017
|
25.6
|
|
|
2018
|
18.6
|
|
|
2019
|
10.3
|
|
|
2020
|
7.8
|
|
|
Thereafter
|
15.7
|
|
|
Total
|
$
|
113.7
|
|
Year Ended December 31, 2015
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Product
|
$
|
764.1
|
|
|
$
|
899.7
|
|
|
$
|
925.4
|
|
|
$
|
973.9
|
|
|
Service
|
303.3
|
|
|
322.5
|
|
|
323.2
|
|
|
345.7
|
|
|||||
Total net revenues
|
1,067.4
|
|
|
1,222.2
|
|
|
1,248.6
|
|
|
1,319.6
|
|
|||||
Cost of revenues:
|
|
|
|
|
|
|
|
|||||||||
Product
|
288.8
|
|
|
311.7
|
|
|
322.6
|
|
|
346.5
|
|
|||||
Service
|
121.3
|
|
|
129.0
|
|
|
128.6
|
|
|
130.7
|
|
|||||
Total cost of revenues
|
410.1
|
|
|
440.7
|
|
|
451.2
|
|
|
477.2
|
|
|||||
Gross margin
|
657.3
|
|
|
781.5
|
|
|
797.4
|
|
|
842.4
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
248.7
|
|
|
251.6
|
|
|
247.0
|
|
|
247.2
|
|
|||||
Sales and marketing
|
220.2
|
|
|
232.4
|
|
|
235.3
|
|
|
255.9
|
|
|||||
General and administrative
|
55.2
|
|
|
56.3
|
|
|
57.1
|
|
|
60.3
|
|
|||||
Restructuring and other charges (benefit)
|
1.4
|
|
|
(1.9
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Total operating expenses
|
525.5
|
|
|
538.4
|
|
|
539.4
|
|
|
563.3
|
|
|||||
Operating income
|
131.8
|
|
|
243.1
|
|
|
258.0
|
|
|
279.1
|
|
|||||
Other expense, net
(1)(3)
|
(15.8
|
)
|
|
(17.1
|
)
|
|
(8.4
|
)
|
|
(18.5
|
)
|
|||||
Income before income taxes
|
116.0
|
|
|
226.0
|
|
|
249.6
|
|
|
260.6
|
|
|||||
Income tax provision
(2)
|
35.8
|
|
|
68.0
|
|
|
51.9
|
|
|
62.8
|
|
|||||
Net income
|
$
|
80.2
|
|
|
$
|
158.0
|
|
|
$
|
197.7
|
|
|
$
|
197.8
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income per share:
(4)
|
|
|
|
|
|
|
|
|||||||||
Basic
|
$
|
0.20
|
|
|
$
|
0.41
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
Diluted
|
$
|
0.19
|
|
|
$
|
0.40
|
|
|
$
|
0.51
|
|
|
$
|
0.51
|
|
|
Cash dividends declared per common stock
(5)
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
(1)
|
During the first quarter of 2015, the Company issued
$300.0 million
aggregate principal amount of
3.30%
senior notes due 2020 and
$300.0 million
aggregate principal amount of
4.35%
senior notes due 2025. As a result, the Company recorded interest expense of
$19.1 million
, related to long-term debt issued in 2015 in other expense, net during the year ended
December 31, 2015
.
|
(2)
|
Includes approximately
$13.2 million
net benefit of cumulative adjustment related to the change in treatment of share-based compensation as a result of the U.S. Tax Court decision in Altera Corporation et al., or Altera, v. Commissioner. See Note 14,
Income Taxes,
in Notes to the Consolidated Financial Statements in Item 8 of Part II of this Report for further information.
|
(3)
|
During the fourth quarter of 2015, the Company recorded a gain on privately held investments of
$7.3 million
in other expense, net.
|
(4)
|
Net income per share is computed independently. Therefore, the sum of the quarterly net income per share may not equal the total computed for the year or any cumulative interim period.
|
(5)
|
On January 27, 2015, April 23, 2015, July 23, 2015 and on October 22, 2015, the company declared a quarterly cash dividend of
$0.10
per share of common stock to stockholders on record as of the close of business March 3, 2015, June 2, 2015, September 1, 2015, and December 1, 2015, respectively.
|
Year Ended December 31, 2014
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Product
|
$
|
876.0
|
|
|
$
|
929.2
|
|
|
$
|
809.5
|
|
|
$
|
794.0
|
|
|
Service
|
294.1
|
|
|
300.3
|
|
|
316.4
|
|
|
307.6
|
|
|||||
Total net revenues
|
1,170.1
|
|
|
1,229.5
|
|
|
1,125.9
|
|
|
1,101.6
|
|
|||||
Cost of revenues:
|
|
|
|
|
|
|
|
|||||||||
Product
|
326.6
|
|
|
359.3
|
|
|
290.0
|
|
|
310.9
|
|
|||||
Service
|
123.4
|
|
|
122.0
|
|
|
121.1
|
|
|
115.6
|
|
|||||
Total cost of revenues
(1)
|
450.0
|
|
|
481.3
|
|
|
411.1
|
|
|
426.5
|
|
|||||
Gross margin
|
720.1
|
|
|
748.2
|
|
|
714.8
|
|
|
675.1
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
264.0
|
|
|
255.5
|
|
|
253.2
|
|
|
233.5
|
|
|||||
Sales and marketing
|
273.4
|
|
|
258.0
|
|
|
249.2
|
|
|
243.0
|
|
|||||
General and administrative
|
74.9
|
|
|
60.6
|
|
|
55.0
|
|
|
40.6
|
|
|||||
Restructuring and other charges (benefits)
(1)
|
114.0
|
|
|
58.2
|
|
|
(15.0
|
)
|
|
9.8
|
|
|||||
Impairment of goodwill
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
850.0
|
|
|||||
Total operating expenses
|
726.3
|
|
|
632.3
|
|
|
542.4
|
|
|
1,376.9
|
|
|||||
Operating (loss) income
|
(6.2
|
)
|
|
115.9
|
|
|
172.4
|
|
|
(701.8
|
)
|
|||||
Other income (expense), net
(3)
|
154.2
|
|
|
178.6
|
|
|
(6.8
|
)
|
|
7.4
|
|
|||||
Income (loss) before income taxes
|
148.0
|
|
|
294.5
|
|
|
165.6
|
|
|
(694.4
|
)
|
|||||
Income tax provision
|
37.4
|
|
|
73.4
|
|
|
62.0
|
|
|
75.2
|
|
|||||
Net income (loss)
|
$
|
110.6
|
|
|
$
|
221.1
|
|
|
$
|
103.6
|
|
|
$
|
(769.6
|
)
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) per share:
(4)
|
|
|
|
|
|
|
|
|||||||||
Basic
|
$
|
0.23
|
|
|
$
|
0.47
|
|
|
$
|
0.23
|
|
|
$
|
(1.81
|
)
|
|
Diluted
|
$
|
0.22
|
|
|
$
|
0.46
|
|
|
$
|
0.23
|
|
|
$
|
(1.81
|
)
|
|
Cash dividends declared per common stock
(5)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
(1)
|
In the first quarter of 2014, the company initiated a 2014 Restructuring Plan, which consisted of
$84.7 million
asset write-downs,
$28.0 million
of severance costs, and
$0.8 million
of contract terminations that were recorded in restructuring and other charges. In addition, the Company recorded inventory write-downs related to the acceleration of the end-of-service life of certain products totaling
$8.4 million
to cost of revenues. In the second quarter, the Company recorded
$9.9 million
of severance costs,
$37.6 million
of facility consolidation and closures,
$8.9 million
of asset write-downs, and
$1.5 million
of contract terminations that were recorded to restructuring and other charges. The Company also recorded inventory write-downs of
$11.5 million
and a charge related to products with contract manufacturers of
$2.3 million
for acceleration of the end-of-life service of certain products to cost of revenues. In the third quarter, the Company recorded
$7.1 million
of severance costs, a benefit of
$25.0 million
of facility consolidation and closures as a result of a lease assignment, and
$2.9 million
of asset write-downs, that were recorded to restructuring and other (credit) charges. In the fourth quarter, the Company recorded
$6.9 million
in severance costs,
$1.6 million
of facility consolidation and closures, and
$20.6 million
in asset impairment and write-downs.
|
(2)
|
During the fourth quarter of 2014, the Company recorded an
$850.0 million
goodwill impairment charge related to its Security reporting unit.
|
(3)
|
In the first quarter of 2014, the Company recorded a gain of
$163.0 million
related to the sale of investments which were converted from privately-held investments to publicly-traded equity upon initial public offering. In the second quarter, the Company entered into a settlement agreement with Palo Alto Networks, which resulted in a realized gain on legal settlement of
$195.3 million
, net of legal fees. All such Palo Alto Networks securities were sold in the third quarter, and the Company recorded an additional
$0.8 million
gain. In the fourth quarter, the Company recorded a gain of
$19.6 million
on the sale of Junos Pulse.
|
(4)
|
Net income (loss) per share is computed independently. Therefore, the sum of the quarterly net income per share may not equal the total computed for the year or any cumulative interim period.
|
(5)
|
On July 22, 2014 and October 23, 2014 the company declared a quarterly cash dividend of
$0.10
per share of common stock to stockholders on record as of the close of business September 2, 2014 and December 2, 2014, respectively.
|
Schedule
|
|
Page
|
Schedule II - Valuation and Qualifying Account
|
|
JUNIPER NETWORKS, the Juniper Networks logo, JUNOS, MYKONOS, NETSCREEN, QFABRIC, and SCREENOS are registered trademarks of Juniper Networks, Inc. and/or its affiliates in the United States and other countries. Other names may be trademarks of their respective owners.
|
|
|
Juniper Networks, Inc.
|
|
|
|
|
|
February 19, 2016
|
|
By:
|
/s/ Robyn M. Denholm
|
|
|
|
Robyn M. Denholm
|
|
|
|
Executive Vice President and Chief Financial and Operations Officer
(Duly Authorized Officer and Principal
Financial Officer) |
|
|
|
|
February 19, 2016
|
|
By:
|
/s/ Terrance F. Spidell
|
|
|
|
Terrance F. Spidell
|
|
|
|
Vice President, Corporate Controller and Chief Accounting Officer
(Duly Authorized Officer and Principal Accounting
Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Rami Rahim
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 19, 2016
|
Rami Rahim
|
|
|
|
|
|
|
|
|
|
/s/ Robyn M. Denholm
|
|
Executive Vice President and Chief Financial and Operations Officer
(Principal Financial Officer)
|
|
February 19, 2016
|
Robyn M. Denholm
|
|
|
|
|
|
|
|
|
|
/s/ Terrance F. Spidell
|
|
Vice President, Corporate Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
|
February 19, 2016
|
Terrance F. Spidell
|
|
|
|
|
|
|
|
|
|
/s/ Scott Kriens
|
|
Chairman of the Board
|
|
February 19, 2016
|
Scott Kriens
|
|
|
|
|
|
|
|
|
|
/s/ Pradeep Sindhu
|
|
Vice Chairman of the Board and Chief Technical Officer
|
|
February 19, 2016
|
Pradeep Sindhu
|
|
|
|
|
|
|
|
|
|
/s/ Robert M. Calderoni
|
|
Director
|
|
February 19, 2016
|
Robert M. Calderoni
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Rahul Merchant
|
|
Director
|
|
February 19, 2016
|
Rahul Merchant
|
|
|
|
|
|
|
|
|
|
/s/ James Dolce
|
|
Director
|
|
February 19, 2016
|
James Dolce
|
|
|
|
|
|
|
|
|
|
/s/ Mercedes Johnson
|
|
Director
|
|
February 19, 2016
|
Mercedes Johnson
|
|
|
|
|
|
|
|
|
|
/s/ Kevin DeNuccio
|
|
Director
|
|
February 19, 2016
|
Kevin DeNuccio
|
|
|
|
|
|
|
|
|
|
/s/ Gary Daichendt
|
|
Director
|
|
February 19, 2016
|
Gary Daichendt
|
|
|
|
|
|
|
|
|
|
/s/ William R. Stensrud
|
|
Director
|
|
February 19, 2016
|
William R. Stensrud
|
|
|
|
|
Allowance for Doubtful Accounts
|
Balance at
Beginning of
Year
|
|
Charged to
(Reversed from)
Costs and
Expenses
|
|
Write-offs,
Net of
Recoveries
|
|
Balance at
End of
Year
|
||||||||
2015
|
$
|
4.7
|
|
|
$
|
6.5
|
|
|
$
|
(1.9
|
)
|
|
$
|
9.3
|
|
2014
|
$
|
5.4
|
|
|
$
|
(0.7
|
)
|
|
$
|
—
|
|
|
$
|
4.7
|
|
2013
|
$
|
9.5
|
|
|
$
|
(3.8
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
5.4
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Sales Return Reserve
|
Balance at
Beginning of
Year
|
|
Charged as a
Reduction in
Revenues
|
|
Charged to
Other Accounts
|
|
Used
|
|
Balance at
End of
Year
|
||||||||||
2015
|
$
|
50.2
|
|
|
$
|
65.4
|
|
|
$
|
92.6
|
|
|
$
|
(137.0
|
)
|
|
$
|
71.2
|
|
2014
|
$
|
49.0
|
|
|
$
|
53.2
|
|
|
$
|
80.9
|
|
|
$
|
(132.9
|
)
|
|
$
|
50.2
|
|
2013
|
$
|
52.7
|
|
|
$
|
35.0
|
|
|
$
|
61.5
|
|
|
$
|
(100.2
|
)
|
|
$
|
49.0
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit
|
|
Filing
|
|
Exhibit No.
|
|
File No.
|
|
File Date
|
3.1
|
|
Restated Certificate of Incorporation of Juniper Networks, Inc.
|
|
10-K
|
|
3.1
|
|
001-34501
|
|
2/26/2014
|
3.2
|
|
Amended and Restated Bylaws of Juniper Networks, Inc.
|
|
8-K
|
|
3.1
|
|
001-34501
|
|
2/5/2016
|
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
|
|
8-K
|
|
4.1
|
|
001-34501
|
|
3/4/2011
|
4.2
|
|
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
|
|
8-K
|
|
4.8
|
|
001-34501
|
|
3/4/2011
|
4.3
|
|
Second Supplemental Indenture, dated March 4, 2014, by and between Juniper Networks, Inc. and The Bank of New York
|
|
8-K
|
|
4.1
|
|
001-34501
|
|
3/4/2014
|
4.4
|
|
Third Supplemental Indenture, dated March 4, 2015, by and between Juniper Networks, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee
|
|
8-K
|
|
4.1
|
|
001-34501
|
|
3/10/2015
|
4.5
|
|
Form of Note for Juniper Networks, Inc.'s 3.100% Senior Notes due 2016
|
|
8-K
|
|
4.9
|
|
001-34501
|
|
3/4/2011
|
4.6
|
|
Form of Note for Juniper Networks, Inc.'s 4.600% Senior Notes due 2021
|
|
8-K
|
|
4.10
|
|
001-34501
|
|
3/4/2011
|
4.7
|
|
Form of Note for Juniper Networks, Inc.'s 5.950% Senior Notes due 2041
|
|
8-K
|
|
4.11
|
|
001-34501
|
|
3/4/2011
|
4.8
|
|
Form of Note for Juniper Networks, Inc.’s 4.500% Senior Notes due 2024
|
|
10-Q
|
|
4.2
|
|
001-34501
|
|
5/8/2014
|
4.9
|
|
Form of Note for Juniper Networks, Inc.’s 3.300% Senior Notes due 2020
|
|
8-K
|
|
4.2
|
|
001-34501
|
|
3/10/2015
|
4.10
|
|
Form of Note for Juniper Networks, Inc.’s 4.350% Senior Notes due 2025
|
|
8-K
|
|
4.3
|
|
001-34501
|
|
3/10/2015
|
10.1
|
|
Form of Indemnification Agreement entered into by the Registrant with each of its directors, officers and certain employees++
|
|
10-Q
|
|
10.1
|
|
000-26339
|
|
11/14/2003
|
10.2
|
|
Amended and Restated 1996 Stock Plan++
|
|
8-K
|
|
10.1
|
|
000-26339
|
|
11/9/2005
|
10.3
|
|
Form of Stock Option Agreement for the Juniper Networks, Inc. Amended and Restated 1996 Stock Plan++
|
|
10-Q
|
|
10.16
|
|
000-26339
|
|
11/2/2004
|
10.4
|
|
Form of Notice of Grant and Restricted Stock Unit Agreement for the Juniper Networks, Inc. Amended and Restated 1996 Stock Plan++
|
|
8-K
|
|
10.2
|
|
000-26339
|
|
11/9/2005
|
10.5
|
|
Juniper Networks, Inc. 2006 Equity Incentive Plan, as amended October 2, 2014++
|
|
10-Q
|
|
10.9
|
|
001-34501
|
|
11/10/2014
|
10.6
|
|
Form of Stock Option Agreement for the Juniper Networks, Inc. 2006 Equity Incentive Plan++
|
|
8-K
|
|
10.2
|
|
000-26339
|
|
5/24/2006
|
10.7
|
|
Form of Non-Employee Director Stock Option Agreement for the Juniper Networks, Inc. 2006 Equity Incentive Plan++
|
|
8-K
|
|
10.3
|
|
000-26339
|
|
5/24/2006
|
10.8
|
|
Form of Notice of Grant and Restricted Stock Unit Agreement for the Juniper Networks, Inc. 2006 Equity Incentive Plan++
|
|
10-K
|
|
10.20
|
|
000-26339
|
|
2/29/2008
|
10.9
|
|
Form of Notice of Grant and Performance Share Agreement for the Juniper Networks, Inc. 2006 Equity Incentive Plan++
|
|
10-K
|
|
10.21
|
|
000-26339
|
|
2/29/2008
|
10.10
|
|
Form of India Stock Option Agreement under the Juniper Networks, Inc. 2006 Equity Incentive Plan++
|
|
10-Q
|
|
10.2
|
|
000-26339
|
|
5/9/2008
|
10.11
|
|
Form of India Restricted Stock Unit Agreement under the Juniper Networks, Inc. 2006 Equity Incentive Plan++
|
|
10-Q
|
|
10.3
|
|
000-26339
|
|
5/9/2008
|
10.12
|
|
Australian Addendum to the Juniper Networks, Inc. 2006 Equity Incentive Plan, as amended++
|
|
10-Q
|
|
10.2
|
|
000-34501
|
|
11/5/2010
|
10.13
|
|
Juniper Networks, Inc. 2008 Employee Stock Purchase Plan++
|
|
S-8
|
|
4.4
|
|
333.204297
|
|
5/19/2015
|
10.14
|
|
Australian Addendum to the Juniper Networks, Inc. 2008 Employee Stock Purchase Plan, as amended++
|
|
10-Q
|
|
10.3
|
|
000.34501
|
|
11/5/2010
|
10.15
|
|
Juniper Networks, Inc. Performance Bonus Plan++
|
|
8-K
|
|
10.56
|
|
001-34501
|
|
5/23/2011
|
10.16
|
|
Ankeena Networks, Inc. 2008 Stock Plan++
|
|
S-8
|
|
4.3
|
|
333-166248
|
|
4/23/2010
|
10.17
|
|
Juniper Networks, Inc. Deferred Compensation Plan++
|
|
S-8
|
|
4.4
|
|
333-151669
|
|
6/16/2008
|
10.18
|
|
WANDL, Inc. 2013 Restricted Stock Unit Plan++
|
|
S-8
|
|
4.4
|
|
333-193906
|
|
2/12/2014
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit
|
|
Filing
|
|
Exhibit No.
|
|
File No.
|
|
File Date
|
10.19
|
|
Amended and Restated Contrail Systems Inc. 2012 Stock Plan, dated December 2, 2012++
|
|
10-K
|
|
10.56
|
|
001-34501
|
|
2/26/2013
|
10.20
|
|
Juniper Networks, Inc. 2015 Equity Incentive Plan++
|
|
S-8
|
|
4.3
|
|
333-204297
|
|
5/19/2015
|
10.21
|
|
Form of Restricted Stock Unit Agreement effective as of May 19, 2015++
|
|
8-K
|
|
10.2
|
|
001-34501
|
|
5/20/2015
|
10.22
|
|
Form of Performance Share Agreement effective as of May 19, 2015++
|
|
8-K
|
|
10.3
|
|
001-34501
|
|
5/20/2015
|
10.23
|
|
Form of Stock Option Agreement effective as of May 19, 2015++
|
|
8-K
|
|
10.4
|
|
001-34501
|
|
5/20/2015
|
10.24
|
|
Agreement for ASIC Design and Purchase of Products between IBM Microelectronics and the Registrant, dated August 26, 1997
|
|
S-1
|
|
10.8
|
|
333-76681
|
|
6/18/1999
|
10.25
|
|
Lease between Mathilda Associates LLC and the Registrant, dated June 18, 1999
|
|
S-1
|
|
10.10
|
|
333-76681
|
|
6/23/1999
|
10.26
|
|
Lease between Mathilda Associates LLC and the Registrant, dated February 1, 2000
|
|
10-K
|
|
10.9
|
|
000-26339
|
|
3/27/2001
|
10.27
|
|
Lease between Mathilda Associates II LLC and the Registrant, dated August 15, 2000
|
|
10-Q
|
|
10.15
|
|
000-26339
|
|
11/2/2004
|
10.28
|
|
First Amendment to Lease between Sunnyvale Office Park, L.P. and the Registrant, dated January 24, 2002
|
|
10-K
|
|
10.47
|
|
000-34501
|
|
2/26/2010
|
10.29
|
|
First Amendment to Lease between Sunnyvale Office Park, L.P. and the Registrant, dated February 28, 2000
|
|
10-K
|
|
10.48
|
|
000-34501
|
|
2/26/2010
|
10.30
|
|
First Amendment to Lease between Sunnyvale Office Park, L.P. and the Registrant, dated October 14, 2009
|
|
10-K
|
|
10.49
|
|
000-34501
|
|
2/26/2010
|
10.31
|
|
Second Amendment to Lease between Sunnyvale Office Park, L.P. and the Registrant, dated October 14, 2009
|
|
10-K
|
|
10.50
|
|
000-34501
|
|
2/26/2010
|
10.32
|
|
Amendment No. 2 to Lease between Sunnyvale Office Park, L.P. and the Registrant, dated October 14, 2009
|
|
10-K
|
|
10.51
|
|
000-34501
|
|
2/26/2010
|
10.33
|
|
Form of Severance Agreement for Certain Officers first used in April 2012++
|
|
10-Q
|
|
10.2
|
|
001-34501
|
|
5/9/2012
|
10.34
|
|
Form of Severance Agreement for Certain Officers first used in November 2014++
|
|
10-Q
|
|
10.10
|
|
001-34501
|
|
11/10/2014
|
10.35
|
|
Form of Change of Control Agreement for Certain Officers, approved for use on August 26, 2015++
|
|
8-K
|
|
10.1
|
|
001-34501
|
|
8/31/2015
|
10.36
|
|
Share Repurchase Transaction Agreement, dated February 27, 2014, between Juniper Networks, Inc. and Barclays Bank PLC, Inc., through its agent Barclays Capital, Inc.
|
|
10-Q
|
|
10.1
|
|
001-34501
|
|
5/8/2014
|
10.37
|
|
Share Repurchase Transaction Agreement, dated February 27, 2014, between Juniper Networks, Inc. and Goldman, Sachs & Co.
|
|
10-Q
|
|
10.2
|
|
001-34501
|
|
5/8/2014
|
10.38
|
|
Settlement, Release and Cross-License Agreement, dated May 27, 2014, by and between Juniper Networks, Inc. and Palo Alto Networks, Inc.
|
|
8-K
|
|
10.1
|
|
001-34501
|
|
5/29/2014
|
10.39
|
|
Credit Agreement, dated as of June 27, 2014, by and among Juniper Networks, Inc., the lenders from time to time party thereto and Citibank, N.A., as administrative agent
|
|
8-K
|
|
10.1
|
|
001-34501
|
|
6/27/2014
|
10.40
|
|
Assignment and Assumption of Lease by and between Juniper Networks, Inc., as Assignor, and Google Inc., as Assignee, dated August 18, 2014 -1194 N. Mathilda Avenue, Sunnyvale, California (Building 1)
|
|
10-Q
|
|
10.1
|
|
001-34501
|
|
11/10/2014
|
10.41
|
|
Assignment and Assumption of Lease by and between Juniper Networks, Inc., as Assignor, and Google Inc., as Assignee, dated August 18, 2014 -1184 N. Mathilda Avenue, Sunnyvale, California (Building 2)
|
|
10-Q
|
|
10.2
|
|
001-34501
|
|
11/10/2014
|
10.42
|
|
Assignment and Assumption of Lease by and between Juniper Networks, Inc., as Assignor, and Google Inc., as Assignee, dated August 18, 2014 -1220 N. Mathilda Avenue, Sunnyvale, California (Building 3)
|
|
10-Q
|
|
10.3
|
|
001-34501
|
|
11/10/2014
|
10.43
|
|
Consent to Assignment and Third Amendment to Lease by and between Juniper Networks, Inc., FSP-Sunnyvale Office Park, LLC and Google Inc., dated August 18, 2014 - 1194 N. Mathilda Avenue, Sunnyvale, California (Building 1)
|
|
10-Q
|
|
10.4
|
|
001-34501
|
|
11/10/2014
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit
|
|
Filing
|
|
Exhibit No.
|
|
File No.
|
|
File Date
|
10.44
|
|
Consent to Assignment and Second Amendment to Lease by and between Juniper Networks, Inc., FSP-Sunnyvale Office Park, LLC and Google Inc., dated August 18, 2014 - 1184 N. Mathilda Avenue, Sunnyvale, California (Building 2)
|
|
10-Q
|
|
10.5
|
|
001-34501
|
|
11/10/2014
|
10.45
|
|
Consent to Assignment and Amendment No. 3 to Lease by and between Juniper Networks, Inc., FSP-Sunnyvale Office Park, LLC and Google Inc., dated August 18, 2014 - 1220 N. Mathilda Avenue, Sunnyvale, California (Building 3)
|
|
10-Q
|
|
10.6
|
|
001-34501
|
|
11/10/2014
|
10.46
|
|
Sublease by and between Juniper Networks, Inc., as Subtenant, and Google Inc., as Sublandlord, dated August 18, 2014 - 1194 N. Mathilda Avenue, Sunnyvale, California (Building 1)
|
|
10-Q
|
|
10.7
|
|
001-34501
|
|
11/10/2014
|
10.47
|
|
First Amendment to Sublease, dated June 30, 2015, by and between Juniper Networks, Inc., as Subtenant, and Google Inc., as Sublandlord - 1194 N. Mathilda Avenue, Sunnyvale, California (Building 1)
|
|
10-Q
|
|
10.3
|
|
001-34501
|
|
11/5/2015
|
10.48
|
|
Consent to Sublease by and between Juniper Networks, Inc., FSP-Sunnyvale Office Park, LLC and Google Inc., dated August 18, 2014 - 1194 N. Mathilda Avenue, Sunnyvale, California (Building
1)
|
|
10-Q
|
|
10.8
|
|
001-34501
|
|
11/10/2014
|
10.49
|
|
First Amendment to Consent to Sublease, dated August 28, 2015, by and between FSP-Sunnyvale Office Park, LLC, Juniper Networks, Inc., and Google Inc.
|
|
10-Q
|
|
10.4
|
|
001-34501
|
|
11/5/2015
|
10.50
|
|
Employment Offer Letter between Juniper Networks, Inc. and Shaygan Kheradpir++
|
|
8-K
|
|
10.1
|
|
001-34501
|
|
11/13/2013
|
10.51
|
|
Employment Offer Letter, dated November 18, 2014, between Juniper Networks, Inc. and Rami Rahim++
|
|
8-K
|
|
10.1
|
|
001-34501
|
|
11/24/2014
|
10.52
|
|
Employment Agreement, dated March 23, 2015, between Juniper Networks, Inc. and Mitchell Gaynor++
|
|
10-Q
|
|
10.1
|
|
001-34501
|
|
5/8/2015
|
10.53
|
|
Amendment, dated August 26, 2015, to Employment Agreement, dated March 23, 2015, between Juniper Networks, Inc. and Mitchell Gaynor++
|
|
10-Q
|
|
10.1
|
|
001-34501
|
|
11/5/2015
|
10.54
|
|
Employment Offer Letter between Juniper Networks, Inc. and Brian Martin++
|
|
10-Q
|
|
10.2
|
|
001-34501
|
|
11/5/2015
|
10.55
|
|
Agreement, dated April 7, 2015, between Juniper Networks, Inc. and Shaygan Kheradpir++
|
|
8-K/A
|
|
10.1
|
|
001-34501
|
|
4/10/2015
|
10.56
|
|
Severance Agreement, dated October 16, 2015, between Juniper Networks, Inc. and Brian Martin++
|
|
10-Q
|
|
10.6
|
|
001-34501
|
|
11/5/2015
|
10.57
|
|
Severance Agreement, dated February 20, 2015, between Juniper Networks, Inc. and Robyn Denholm++
|
|
10-K
|
|
10.67
|
|
001-34501
|
|
2/20/2015
|
10.58
|
|
Indemnification Trust Agreement, dated June 23, 2003, by and among Juniper Networks, Inc., BNY Mellon Trust of Delaware (formerly The Bank of New York (Delaware)) and Mitchell L. Gaynor, as the Beneficiaries’ Representative*++
|
|
|
|
|
|
|
|
|
10.59
|
|
Amendment No. 1 to Indemnification Trust Agreement by and among Juniper Networks, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee and Mitchell L. Gaynor, as the Beneficiaries’ Representative, dated March 2014*++
|
|
|
|
|
|
|
|
|
10.60
|
|
Form of Executive Compensation Recovery Agreement for Certain Officers, approved for use in November 2015*++
|
|
|
|
|
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges*
|
|
|
|
|
|
|
|
|
21.1
|
|
Subsidiaries of the Company*
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm*
|
|
|
|
|
|
|
|
|
24.1
|
|
Power of Attorney (included on the signature page to the Report)
|
|
|
|
|
|
|
|
|
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 the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
|
|
|
|
|
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit
|
|
Filing
|
|
Exhibit No.
|
|
File No.
|
|
File Date
|
101
|
|
The following materials from Juniper Networks Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, and (v) Consolidated Statements of Changes in Stockholders' Equity, and (iv) Notes to Consolidated Financial Statements, tagged as blocks of text
|
|
|
|
|
|
|
|
|
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
|
|
|
|
**
|
|
Furnished herewith
|
|
|
|
+
|
|
Filed by NetScreen Technologies, Inc.
|
|
|
|
++
|
|
Indicates management contract or compensatory plan, contract or arrangement.
|
Trust:
|
Juniper Networks, Inc. Indemnification Trust (the "Trust")
|
Date of establishment:
|
June 23, 2003
|
Grantor:
|
Juniper Networks, Inc. (also referred to as the "Company'')
|
Beneficiaries:
|
Persons party to an indemnification agreement with the Company that provides that they are to be beneficiary of the Trust (each such person is referred to as a "Beneficiary''). It is currently anticipated that such persons will be past, present and future directors of the Company, corporate officers appointed by the Board of Directors of the Company and certain named positions (e.g. Director or VP of Investor Relations, Director of Tax, Treasurer, etc.). Such persons could also include certain other persons serving as directors, officers, employees, partners, trustees, agents or fiduciaries of other entities at the request or for the convenience of or to represent the interests of the Company (each of the foregoing, an "Indemnified Agent"). Once a person becomes a Beneficiary of the Trust, he or she will remain a Beneficiary despite his or her resignation, removal or other failure to continue as a member of the board, covered officer or Indemnified Agent.
|
Trust Corpus:
|
Initial contribution of $25 million (the "Opening Amount"). Company may, but shall be under no obligation to make additional contributions to the Trust from time to time in the future. Company to review trust on an annual basis in order to determine whether to make additional contributions.
|
Term:
|
Indefinite. May be terminated by written consent of the Company and 66 2/3% of Voting Beneficiaries (as defined below). May be terminated by the Company effective on each 5 year anniversary of the Trust's formation. Termination of Trust will be prospective only and will not adversely affect any demand for indemnification received by the Trustee prior to the effective date of termination.
|
Domicile of Trust:
|
Delaware
|
Trustee:
|
Bank of New York (Delaware). Any successor Trustee must be a U.S. bank or trust company domiciled or with a branch in the State of Delaware which:
|
Grantor's rights/obligations:
|
The Company will have the authority to direct the Trustee to invest the Trust corpus in Eligible Securities. Eligible Securities consist of money market funds, certain bank certificates of deposit or time deposits, treasury securities, certain government securities, certain municipal securities and certain corporate bonds. No investment may have a final maturity in excess of one year and at least 20% of the fund must be available within 90 days at all times. No more than 15% of the portfolio may be invested in securities of a single issuer, except in the case of treasury securities or money market securities.
|
Representative:
|
A Beneficiaries' Representative will be selected to act as the representative of the Beneficiaries with respect to the Trust. All communications by the Beneficiaries with the Trustee will go through the Beneficiary Representative. The Beneficiaries' Representative will be responsible to convey Beneficiary demands for payment to the Trustee and otherwise deal in a representative capacity with the Company.
|
Amendment of Trust:
|
The Trust Agreement may be amended upon written consent ofthe Company, and two-thirds of the Voting Beneficiaries provided that no such amendment shall deny, limit or otherwise modify the then existing rights of any Beneficiary who does not so consent, with respect to his or her indemnification rights for any act or occurrence prior to the time of such amendment. Any amendment affecting the rights and obligations of the Trustee, or otherwise potentially increasing the Trustee's liability, will also require the consent of the Trustee.
|
Purpose of Trust:
|
The purpose of the Trust is to establish a bankruptcy-remote pool of assets as security or as a secondary or alternative source of funding for the Company's indemnification obligations to Beneficiaries arising from their activities in their capacity as directors, officers or Indemnified Agents in the event the Company does not or is financially incapable of providing indemnification. The Company's indemnification obligations include advancing ("Advances"), and paying losses in respect of damages, judgments, fines, penalties or amounts paid in settlements (to the extent that such settlement is reasonably approved in advance by the Company) ("losses"). The primary source of funding for indemnification will remain the Company. However, a Beneficiary of the Trust may, but will not be obligated to, seek Advances and/or payment of Losses directly from the Trust without first making an indemnification claim against the Company. The Company's, and therefore the Trust's, ability to provide indemnification is subject to certain legal limitations described under "Claims Not Covered by the Trust."
|
Protections for D&Os:
|
The Company has established several protections that help insulate the Company's directors and officers who act in good faith from personal liability. First, the Company has robust internal policies and procedures with respect to corporate decision making and disclosure. These internal policies and procedures provide a valuable framework in which directors and officers can comply with their fiduciary duties. Second, as a Delaware corporation, the business judgment rule provides protection to directors who rely on information provided by management and advisors in making business decisions and who otherwise act with due care. Third, the Company's certificate of incorporation, to the fullest extent permitted by law, exculpates directors from personal liability for breaches of their fiduciary duties as directors. Fourth, the Company's certificate of incorporation provides for mandatory indemnification of the Company's directors and officers as well as of other persons serving any other entity or enterprise at the request of the Company, to the fullest extent permitted by law. Fifth, the Company will enter into new indemnification agreements with its directors and senior officers that provide for mandatory Advances and indemnification for Losses by the Company. These indemnification agreements will, among other things, place the burden of proof on the Company to establish that an indemnified person is not entitled to indemnity.
|
Trust:
|
The Trust will be permitted to make Advances and pay Losses to the same extent as the Company is permitted to make such payments. Generally, the Company will have undertaken to make Advances to Beneficiaries and to pay Losses of Beneficiaries to the fullest extent permitted by law in connection with a claim against a Beneficiary arising from any act or omission in his or her capacity as a director or officer or Indemnified Agent of the Company. It is anticipated that the Trust will make such Advances or pay such Losses to the extent
|
(iii)
|
as otherwise required under Delaware law;
|
Reviewing Party:
|
Under the terms of the indemnification agreement to be entered into with each Beneficiary, the party responsible for determining whether a Beneficiary is legally permitted to be indemnified by the Company (the "Reviewing Party'') will be as follows:
|
Indemnity Policy:
|
The Trust or the Company will purchase an insurance policy which will only respond in the event that the Trust is not permitted to make an indemnification payment to or on behalf of a Beneficiary. The policy would provide coverage only in cases where the law or public policy prohibits indemnification by the Trust. It would not cover bankruptcy or change of control situations.
|
Attest:
|
THE BANK OF NEW YORK (DELAWARE)
|
||
|
("Trustee")
|
||
|
|
|
|
|
By
|
/s/ William T. Lewis
|
|
|
|
Name:
|
William T. Lewis
|
|
|
Title:
|
Sr. Vice President
|
|
|
|
|
|
|
|
|
|
JUNIPER NETWORKS, INC.
|
||
|
("Grantor")
|
||
|
|
|
|
|
By
|
/s/ Scott Kriens
|
|
|
|
Name:
|
Scott Kriens
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
/s/ Lisa C. Berry
|
||
|
Lisa C. Berry, as Beneficiaries' Representative
|
•
|
period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of the Company's assets.
|
2.
|
Indemnification
.
|
3.
|
Expenses; Indemnification Procedure
.
|
(f)
|
The Trust
.
|
4.
|
Additional Indemnification Rights; Nonexclusivity
.
|
|
Account Name:
|
|
|
Account Number:
|
|
|
|
|
|
Name:
|
|
|
|
Beneficiaries' Representative
|
|
Account Name:
|
|
|
Account Number:
|
|
|
Name:
|
|
|
|
|
Beneficiaries' Representative
|
A.
|
Amendments
:
|
|
JUNIPER NETWORKS, INC,
|
|
|
AS GRANTOR
|
|
|
|
|
|
|
|
|
By:
|
/s/ Robyn Denholm
|
|
Name:
|
Robyn Denholm
|
|
Title:
|
Executive Vice President,
|
|
|
Chief Financial and Operations Officer
|
|
|
|
|
|
|
|
/s/ Mitchell L. Gaynor
|
|
|
Mitchell L. Gaynor,
|
|
|
As Beneficiaries' Representative
|
|
|
|
|
|
|
|
|
BNY MELLON TRUST OF DELAWARE,
|
|
|
AS TRUSTEE
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kristine K. Gullo
|
|
Name:
|
Kristine K. Gullo
|
|
Title:
|
Vice President
|
1.
|
As a condition of receipt of any incentive-based compensation (as defined in the Recovery Policy) (including, without limitation, any cash or equity awards) by Executive, Executive agrees that (a) such incentive-based compensation is subject to recoupment under the terms of the Recovery Policy, and (b) if required pursuant to the terms of the Recovery Policy, as determined by the Compensation Committee of the Board, the Executive will promptly reimburse the Company the gross amount of any erroneously awarded compensation (including, without limitation, forfeiting any incentive-based compensation (such as, by way of example only, performance share awards) that have been earned or “banked” but not yet vested).
|
2.
|
Notwithstanding (a) the terms of any indemnification agreement entered into between Executive and the Company, or (b) any rights Executive may have with respect to indemnification or reimbursement (i) from the Company pursuant to the terms of the Company’s certificate of incorporation, bylaws or otherwise or (ii) pursuant to any insurance maintained by the Company on behalf of its directors and officers (including Executive) or the Indemnification Trust Agreement, dated June 23, 2003, among the Company, The Bank of New York (Delaware) and the Beneficiaries Representative thereunder (collectively, the “Indemnity Document”), Executive waives any right to indemnification or reimbursement, and acknowledges and agrees that Executive shall not be entitled to any indemnification or reimbursement, pursuant to any of the Indemnity Documents solely with respect to any erroneously awarded compensation that Executive is required to reimburse to the Company pursuant to the Recovery Policy.
|
3.
|
Executive agrees that (a) the Recovery Policy may be amended from time to time by the Board or a committee thereof and that this Agreement shall continue to apply to any such amended Recovery Policy and (b) any recoupment under the Recovery Policy may be in addition to any other remedies that may be available to the Company or to the Board (or any committee thereof) under the Company’s policies as well as applicable law, including disciplinary actions, including but not limited to, termination of employment.
|
4.
|
The Company will Cooperate (as defined below) with Executive in the event that Executive makes a repayment pursuant to the Recovery Policy by, to the extent permitted under applicable law, rule or regulation, (a) taking commercially reasonable action to ensure that any compensation repaid by Executive in or before the year of its receipt is not reflected on Executive’s Form W-2, (b) filing Forms
|
5.
|
If any provision of this Agreement is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California.
|
Juniper Networks, Inc.
|
|
[Insert Name of Executive]
|
||
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
Signature
|
||
Title:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Date
|
|
Date
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2015
(*)
|
|
2014
(*)
|
|
2013
(*)
|
|
2012
(*)
|
|
2011
(*)
|
||||||||||
Earnings for computation of ratio:
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income (loss) from continuing operations before adjustment for noncontrolling interests in consolidated subsidiaries or income from equity investees
|
$
|
852.2
|
|
|
$
|
(86.3
|
)
|
|
$
|
518.4
|
|
|
$
|
266.0
|
|
|
$
|
572.0
|
|
Fixed charges
|
98.5
|
|
|
83.3
|
|
|
76.1
|
|
|
72.0
|
|
|
69.2
|
|
|||||
Amortization of capitalized interest
|
0.8
|
|
|
0.5
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
(2.2
|
)
|
|
(2.7
|
)
|
|
(1.9
|
)
|
|
(7.1
|
)
|
|
(1.2
|
)
|
|||||
Noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total earnings (loss)
|
$
|
949.3
|
|
|
$
|
(5.2
|
)
|
|
$
|
593.0
|
|
|
$
|
330.9
|
|
|
$
|
640.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
81.9
|
|
|
$
|
66.0
|
|
|
$
|
58.1
|
|
|
$
|
52.2
|
|
|
$
|
48.9
|
|
Interest capitalized
|
2.2
|
|
|
2.7
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|||||
Amortized premiums, discounts, and capitalized expenses relating to indebtedness
|
1.4
|
|
|
0.8
|
|
|
0.3
|
|
|
0.8
|
|
|
0.6
|
|
|||||
Estimate of interest within rental expense
|
13.0
|
|
|
13.8
|
|
|
15.8
|
|
|
19.0
|
|
|
19.7
|
|
|||||
Total fixed charges
|
$
|
98.5
|
|
|
$
|
83.3
|
|
|
$
|
76.1
|
|
|
$
|
72.0
|
|
|
$
|
69.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings (loss) to fixed charges
|
9.6
|
|
|
(0.1
|
)
|
|
7.8
|
|
|
4.6
|
|
|
9.2
|
|
(*)
|
For these ratios, "earnings" represents income (loss) before taxes before adjustment for noncontrolling interests in equity investments and fixed charges, adjusted for interest capitalized and noncontrolling interest in pre-tax income (loss) of subsidiaries that have not incurred fixed charges.
|
NAME
|
JURISDICTION OF
INCORPORATION
|
JN International C.V.
|
The Netherlands
|
Juniper Networks International B.V.
|
The Netherlands
|
Juniper Networks (US), Inc.
|
California, USA
|
*
|
All other subsidiaries would not in the aggregate constitute a “significant subsidiary” as defined in Regulation S-X.
|
(1)
|
Registration Statement (Form S-3 No. 333-190491) of Juniper Networks, Inc. and
|
(2)
|
Registration Statements (Form S-8 Nos. 333-204297, 333-183165, 333-180634, 333-151669, 333-176171, 333-171299, 333-168734, 333-166248, 333-141211, 333-132260, 333-126404, 333-124610, 333-124572, 333-118340, 333-114688, 333-92086, 333-92088, 333-92090, 333-85387, 333-32412, 333-44148, 333-52258, 333-57860, 333-57862, 333-186884, 333-193906, 333-57864, and 333-75770) of Juniper Networks, Inc.
|
1.
|
I have reviewed this Annual Report on Form 10-K 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.
|
1.
|
I have reviewed this Annual Report on Form 10-K 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.
|