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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


    
  X    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
- -----

                           FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                               or

       Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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                           For the transition period from _____ to _____




                         COMMISSION FILE NUMBER 0-26339

                             JUNIPER NETWORKS, INC.
             (Exact name of Registrant as specified in its charter)



               DELAWARE                                         77-0422528
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                       Identification Number)

 1194 N. MATHILDA AVENUE, SUNNYVALE, CA                            94089
(Address of principal executive offices)                        (Zip Code)

                                 (408) 745-2000
               (Registrant's telephone number including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                        Yes   X       No
                            -----        -----

There were 320,742,434 shares of the Company's Common Stock, par value $.00001,
outstanding on May 4, 2001.

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                                TABLE OF CONTENTS



                                                                        PAGE NO.
                                                                        --------
                                                                      
PART I                        FINANCIAL INFORMATION

Item 1. Financial Statements:

        Condensed Consolidated Balance Sheets as of March 31, 2001
        and December 31, 2000..........................................     3

        Condensed Consolidated Statements of Operations for the Three
        Months Ended March 31, 2001 and March 31,2000 .................     4

        Condensed Consolidated Statements of Cash Flows for the Three
        Months Ended March 31, 2001 and March 31, 2000.................     5

        Notes to Condensed Consolidated Financial Statements  .........     6

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations......................................     9

        Factors That May Affect Future Results.........................    12

Item 3. Quantitative and Qualitative Disclosures About Market Risk.....    14



PART II                        OTHER INFORMATION

Item 1. Legal Proceedings..............................................    15

Item 6. Exhibits and Reports on Form 8-K...............................    15


SIGNATURES.............................................................    16



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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             JUNIPER NETWORKS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)



                                                   March 31,         December 31,
                                                     2001                2000
                                                  -----------        ------------
                                                  (unaudited)            (1)
                                                               
ASSETS
Current assets:
  Cash and cash equivalents                       $   557,742        $   563,005
  Short-term investments                              504,872            581,738
  Accounts receivable, net                            193,169            176,535
  Prepaid expenses and other current assets            26,131             27,269
                                                  -----------        -----------
          Total current assets                      1,281,914          1,348,547

Property and equipment, net                           250,702             36,440
Long-term investments                                 447,756            450,568
Other long-term assets                                248,600            267,574
                                                  -----------        -----------
Total assets                                      $ 2,228,972        $ 2,103,129
                                                  ===========        ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                $    86,074        $    72,347
  Other accrued liabilities                           134,272            109,436
  Deferred revenue                                     25,506             34,625
                                                  -----------        -----------
          Total current liabilities                   245,852            216,408
Convertible subordinated notes                      1,152,356          1,156,719

Common stock and additional paid-in capital           756,006            735,103
Deferred stock compensation                           (87,569)          (111,813)
Accumulated other comprehensive income                  8,012             10,963
Retained earnings                                     154,315             95,749
                                                  -----------        -----------
Total stockholders' equity                            830,764            730,002
                                                  -----------        -----------
Total liabilities and stockholders' equity        $ 2,228,972        $ 2,103,129
                                                  ===========        ===========



(1) The balance sheet at December 31, 2000 has been derived from the audited
consolidated financial statements at that date, but does not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

                             See accompanying notes.


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                             JUNIPER NETWORKS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (unaudited)



                                                            Three months ended
                                                                 March 31,
                                                        --------------------------
                                                           2001            2000
                                                        ---------        ---------
                                                                   
Net revenues                                            $ 332,105        $  63,886
Cost of revenues                                          113,741           25,101
                                                        ---------        ---------
Gross profit                                              218,364           38,785

Operating expenses:
  Research and development                                 42,991           15,990
  Sales and marketing                                      41,322           11,505
  General and administrative                               10,468            3,014
  Amortization of goodwill, purchased intangibles
    and deferred stock compensation (1)                    36,583            2,391
                                                        ---------        ---------
          Total operating expenses                        131,364           32,900
                                                        ---------        ---------
Operating income                                           87,000            5,885
Interest income                                            26,971           10,530
Interest and other expense                                (24,979)          (3,894)
                                                        ---------        ---------
Income before income taxes                                 88,992           12,521
Provision for income taxes                                 30,426            4,450
                                                        ---------        ---------
Net income                                              $  58,566        $   8,071
                                                        =========        =========
Net income per share:
   Basic                                                $    0.19        $    0.03
                                                        =========        =========
   Diluted                                              $    0.17        $    0.02
                                                        =========        =========

Shares used in computing net income per share:
   Basic                                                  315,571          295,554
                                                        =========        =========
   Diluted                                                344,918          350,290
                                                        =========        =========


(1) Deferred stock compensation relates to the following
    cost and expense categories by period:

    Cost of revenues                                    $      63        $      90
    Research and development                               18,605              239
    Sales and marketing                                     5,541              146
    General and administrative                                 43               58
                                                        ---------        ---------
        Total                                           $  24,252        $     533
                                                        =========        =========



                             See accompanying notes.


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                             JUNIPER NETWORKS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (unaudited)



                                                              Three months ended March 31,
                                                             ------------------------------
                                                                 2001              2000
                                                             -----------        -----------
                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                   $    58,566        $     8,071
  Adjustments to reconcile net income to net cash
    from operating activities:
      Depreciation                                                 5,106              2,031
      Amortization of goodwill, purchased intangibles,
         deferred stock compensation and other non-
         cash transactions                                        47,528              2,709
      Changes in operating assets and liabilities:
        Accounts receivable                                      (16,634)            (6,014)
        Other assets                                               4,428             (4,351)
        Accounts payable and accrued liabilities                  38,563             18,609
        Deferred revenue                                          (9,119)               178
                                                             -----------        -----------
Net cash provided by operating activities                        128,438             21,233

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment                             (219,368)            (6,309)
Purchases of available-for-sale investments                     (354,538)          (403,534)
Maturities of available-for-sale investments                     426,902            192,522
Minority interest in equity investments                           (7,600)           (17,175)
                                                             -----------        -----------
Net cash used in investing activities                           (154,604)          (234,496)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible subordinated
  notes                                                               --          1,123,325
Proceeds from issuance of common stock                            20,903                424
                                                             -----------        -----------
Net cash provided by financing activities                         20,903          1,123,749
                                                             -----------        -----------
Net increase (decrease) in cash and cash equivalents              (5,263)           910,486
Cash and cash equivalents at beginning of period                 563,005            158,043
                                                             -----------        -----------
Cash and cash equivalents at end of period                   $   557,742        $ 1,068,529
                                                             ===========        ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest                                       $    27,313        $        --
                                                             ===========        ===========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
  FINANCING ACTIVITIES
Common stock issued in connection with the acquisition
   of goodwill and purchased intangibles                     $        --        $     3,800
                                                             ===========        ===========



                             See accompanying notes.

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                             JUNIPER NETWORKS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

         The condensed consolidated financial statements have been prepared by
Juniper Networks, Inc., pursuant to the rules and regulations of the Securities
and Exchange Commission and include the accounts of Juniper Networks, Inc. and
its wholly-owned subsidiaries ("Juniper Networks" or collectively the
"Company"). Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted accounting
principles, have been condensed or omitted pursuant to such rules and
regulations. While in the opinion of the Company, the unaudited financial
statements reflect all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the financial position at
March 31, 2001 and the operating results and cash flows for the three months
ended March 31, 2001 and 2000, these financial statements and notes should be
read in conjunction with the Company's audited consolidated financial statements
and notes for the year ended December 31, 2000 included in the Company's Annual
Report on Form 10-K filed March 27, 2001 with the Securities and Exchange
Commission. The condensed consolidated balance sheet at December 31, 2000 has
been derived from audited financial statements as of that date.

         The results of operations for the three months ended March 31, 2001 are
not necessarily indicative of results that may be expected for any other interim
period or for the full fiscal year ending December 31, 2001.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

         Juniper Networks considers all highly liquid investments with original
maturity dates of 90 days or less at the date of acquisition to be cash
equivalents. Cash equivalents consist of money market funds, commercial paper,
government securities, certificates of deposit, and corporate securities.

INVESTMENTS

         The Company's marketable securities are classified as
available-for-sale as of the balance sheet dates and are reported at fair value,
with unrealized gains and losses, net of tax, recorded in stockholders' equity.
Realized gains or losses and declines in value determined to be other than
temporary, if any, on available-for-sale securities will be reported in other
income or expense as incurred.

         Juniper Networks also has certain other minority equity investments in
privately traded companies. These investments are included in other long-term
assets on the balance sheet and are generally carried at cost as Juniper
Networks owns less than 20% of the voting equity and does not have the ability
to exercise significant influence over these companies. As of March 31, 2001 and
December 31, 2000, $86.5 million and $88.9 million of these investments are
included in other long-term assets. These investments are inherently high risk
as the market for technologies or products manufactured by these companies are
usually early stage at the time of the investment by Juniper Networks and such
markets may never be significant. Juniper Networks could lose its entire
investment in certain or all of these companies. Juniper


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Networks monitors these investments for impairment and makes appropriate
reductions in carrying values when necessary. During the quarter ended March 31,
2001, Juniper Networks wrote-down these investments by $10.0 million.
Write-downs recorded in the fiscal year ended December 31, 2000 totaled $4.6
million.

PROPERTY AND EQUIPMENT, NET

         Property and equipment consist of the following (in thousands):



                                                         March 31,   December 31,
                                                           2001          2000
                                                         ---------   ------------
                                                               (unaudited)
                                                                 
        Computers and equipment.......................   $ 48,180      $ 34,511
        Purchased software............................     12,482         9,688
        Leasehold improvements........................     24,911         9,010
        Furniture and fixtures........................      2,612         2,379
        Land..........................................    186,771            --
                                                         --------      --------
        Total.........................................    274,956        55,588
        Less accumulated depreciation.................    (24,254)      (19,148)
                                                         --------      --------
        Property and equipment, net...................   $250,702      $ 36,440
                                                         ========      ========


REVENUE RECOGNITION

         Juniper Networks generally recognizes product revenue when evidence of
an arrangement exists, delivery has occurred, the fee is fixed or determinable,
and collectibility is probable, unless Juniper Networks has future obligations
for network interoperability or has to obtain customer acceptance, in which case
revenue and related costs are deferred until those obligations are met. Revenue
from service obligations is deferred and generally recognized ratably over the
period of the obligation. Amounts billed in excess of revenue recognized are
included as deferred revenue and accounts receivable in the accompanying
consolidated balance sheets.

CUSTOMER CONCENTRATION

         In the quarter ended March 31, 2001, one customer individually
accounted for more than 10% of net revenues, compared with two customers
individually accounting for more than 10% in the same period a year ago.

WARRANTY RESERVES

         Juniper Networks' products generally carry a one-year warranty that
includes factory repair services as needed for replacement of parts. Warranty
obligations are accrued as revenue is recognized based on the Company's best
estimate of costs that will be incurred on delivered product.

NET INCOME PER SHARE

         Basic net income per share and diluted net income per share are
presented in conformity with the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (FAS
128), for all periods presented. In accordance with FAS 128, basic net income
per share has been computed using the weighted-average number of shares of
common stock outstanding during the period, less the weighted-average number of
shares of common stock that are subject to repurchase. Diluted net income per
share additionally includes common stock equivalent shares outstanding during
the period, if dilutive. Dilutive common stock equivalent shares primarily
consist of employee stock options, using the treasury stock method. The 4.75%
Convertible Subordinated Notes, which were issued in


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March 2000, are anti-dilutive in both periods and therefore not included in the
calculation below.

         The following table presents the calculation of basic and diluted net
income per share (in thousands, except per share data):



                                                                    Three months ended
                                                                          March 31,
                                                                  ----------------------
                                                                    2001          2000
                                                                  --------      --------
                                                                       (unaudited)
                                                                          
Numerator:
     Net income...............................................    $ 58,566      $  8,071
                                                                  ========      ========
Denominator:
        Weighted-average shares of common stock outstanding...     319,133       312,726
        Weighted-average shares subject to repurchase.........      (3,562)      (17,182)
                                                                  --------      --------
     Denominator for basic net income per share...............     315,571       295,544
        Common stock equivalents..............................      29,347        54,746
                                                                  --------      --------
     Denominator for diluted net income per share.............     344,918       350,290
                                                                  ========      ========
Net income per share:
     Basic....................................................    $   0.19      $   0.03
                                                                  ========      ========
     Diluted..................................................    $   0.17      $   0.02
                                                                  ========      ========




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         This report for Juniper Networks contains forward-looking statements
made within the meaning of the securities laws. These statements are not
guarantees of future performance and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
expressed or forecasted. Readers should not rely on forward-looking statements,
which reflect only the opinion of Juniper Networks as of the date hereof.

         The following information should be read in conjunction with the
Company's Annual Report on Form 10-K filed on March 27, 2001 with the Securities
and Exchange Commission and "Factors That May Affect Future Results" herein.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

         Juniper Networks is a leading provider of Internet infrastructure
solutions that enable Internet service providers and other telecommunications
service providers ("Service Providers"), to meet the demands resulting from the
rapid growth of the Internet. The Company's Internet backbone routers are
specifically designed and purpose-built for service provider networks and offer
customers increased reliability, performance, scalability, interoperability and
flexibility, and reduced complexity and cost compared to current alternatives.

         In September 1998 Juniper Networks began shipping its first product,
the M40 Internet backbone router, with volume shipments beginning in October
1998. The Company has subsequently introduced the M20 in December 1999, the M160
in March 2000 and the M5 and M10 product platforms in September 2000. The
Company currently sells its products to major Service Providers in North America
primarily through its direct sales force, and internationally primarily through
value added resellers.

RESULTS OF OPERATIONS

NET REVENUES

         Net revenues were $332.1 million for the three months ended March 31,
2001, and $63.9 million for the three months ended March 31, 2000. The increase
in net revenues was primarily due to the following three reasons: (1) expanded
product offerings, (2) increased market acceptance of the Company's products,
and (3) overall growth in the marketplace. In the quarter ended March 31, 2001,
one customer individually accounted for more than 10% of net revenues, compared
with two customers in the same period a year ago. The decrease in deferred
revenue from December 31, 2000 of $9.1 million reflects a shortening of the
product acceptance cycle as products have become more mature. The introduction
of new products and/or the timing of sales within a quarter will directly impact
the deferred revenue balance in future periods.

COST OF REVENUES

         Cost of revenues for the three months ended March 31, 2001 were $113.7
million with in a gross margin of 65.8%, compared with cost of revenues for the
three months ended March 31, 2000 of $25.1 million and a gross margin of 60.7%.
The increase in cost of revenues is primarily related to the increase in net
revenues, as well as headcount increases in the Company's customer service and
support organizations. The Company expects cost of revenues to continue to
increase as net revenues increase. Gross margins are highly variable


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and dependent on many factors, some of which are outside the Company's control,
such as the demand for the Company's products and mix of products sold.

RESEARCH AND DEVELOPMENT EXPENSES

         Research and development expenses were $43.0 million for the three
months ended March 31, 2001, an increase of $27.0 million over the comparable
quarter of 2000. The increase was due primarily to significant increases in
headcount to support the Company's product development efforts. Additionally,
product development expenses such as prototype expenses and non-recurring
engineering costs accounted for approximately 30% of the increase for the
quarter ended March 31, 2001 compared to the quarter ended March 31, 2000.
Research and development is essential to the Company's future success and the
Company expects that research and development expense will continue to increase
in absolute dollars in future periods.

SALES AND MARKETING EXPENSES

         Sales and marketing expenses were $41.3 million for the three months
ended March 31, 2001, an increase of $29.8 million over the comparable quarter
of 2000. The increase was due primarily to a significant increase in headcount.
As a result of limited visibility into customers' spending patterns and
associated revenues, the Company expects that sales and marketing headcount and
expenses will not change significantly in the near term.

GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses totaled $10.5 million for the three
months ended March 31, 2001, an increase of $7.5 million over the comparable
quarter of 2000. The increase was due primarily to increases in headcount to
support increasing levels of business activity. As a result of limited
visibility into customers' spending patterns and associated revenues, the
Company expects that general and administrative headcount and expenses will not
change significantly in the near term.

AMORTIZATION OF GOODWILL, PURCHASED INTANGIBLES AND DEFERRED STOCK COMPENSATION

         On December 8, 2000, the Company acquired Micro Magic, Inc. and
accounted for the transaction under the purchase method of accounting.
Accordingly, the Company recorded goodwill and other intangible assets of $125.7
million representing the excess of the purchase price paid over the fair value
of net tangible assets acquired. In November 1999, the Company acquired certain
other intellectual property and intangible assets resulting in the recording of
$18.4 million of goodwill and other intangibles. In each of these cases the
goodwill and other intangibles is being amortized over their respective useful
lives, which the Company has determined to be three years.

         As part of the acquisition of Micro Magic, Inc., the Company recorded
$121.7 million of deferred compensation relating to the unvested stock options
and restricted stock assumed in the acquisition. Also, in connection with the
grant of certain stock options to employees during 1998 and the three months
ended March 31, 1999, the Company recorded deferred compensation of $6.4 million
in 1998 and $1.1 million in 1999 representing the difference between the deemed
value of the common stock for accounting purposes and the exercise price of
these options at the date of grant. Deferred compensation is presented as a
reduction of stockholders' equity and is amortized over the vesting period of
the applicable options or restricted stock using the graded vesting method.

    The Company expensed $36.6 million of goodwill, purchased intangibles and
deferred stock compensation during the quarter ended March 31, 2001 as compared
to $2.4 million in the


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comparable quarter of 2000. The amortization of goodwill, purchased intangibles
and deferred stock compensation may continue to increase if the Company makes
other acquisitions of companies or technologies.

INTEREST INCOME

         Interest income primarily consists of income on available-for-sale
investments. Interest income was $27.0 million for the quarter ended March 31,
2001 compared with $10.5 million for the quarter ended March 31, 2000. The
increase in interest income is a direct result of increased cash and investment
balances, resulting from the Company's convertible debt offering in March of
2000.

INTEREST AND OTHER EXPENSE

         Interest and other expense for the quarter ended March 31, 2001 was
$25.0 million as compared to $3.9 million for the quarter ended March 31, 2000.
Interest expense consists of accrued interest and amortization of debt issuance
costs, both attributable to the 4.75% Convertible Subordinated Notes (the
"Notes") that were issued in March 2000, as well as impairment write-downs of
the Company's private equity investments of $10.0 million for the quarter ended
March 31, 2001.

PROVISION FOR INCOME TAXES

         For the quarter ended March 31, 2001, the Company recorded a tax
provision of $30.4 million resulting in an effective tax rate of 34.2%, compared
with a tax provision of $4.5 million for the quarter ended March 31, 2000. The
increase in the tax provision is primarily due to the increase in operating
income.

LIQUIDITY AND CAPITAL RESOURCES

         In June 1999, the Company completed the initial public offering of its
common stock and realized net proceeds from the offering of approximately $65.2
million. In October 1999, the Company completed a secondary public offering of
its common stock and realized net proceeds from the offering of approximately
$324.3 million. In March 2000, the Company completed an offering of the Notes
and realized net proceeds from that offering of approximately $1.1 billion. In
accordance with the terms of the Notes, the Company made an interest payment of
$27.3 million in March of 2001 and is required to make a similar interest
payment each September and March through March 15, 2007.

         At March 31, 2001, the Company had cash and cash equivalents of
approximately $557.7 million, short-term investments of $504.9 million and
long-term investments of $447.8 million. The Company regularly invests excess
funds in money market funds, commercial paper and government and non-government
debt securities.

         Net cash provided by operating activities for the three months ended
March 31, 2001 and March 31, 2000 was $128.4 million and $21.2 million,
respectively. Cash provided by operating activities for the quarter ended March
31, 2001 was primarily the result of net income, increases in accounts payable
and other accrued liabilities, and adjustments for certain non-cash charges,
partially offset by an increase in accounts receivable and a decrease in
deferred revenue. Cash provided by operating activities for the quarter ended
March 31, 2000 was primarily the result of an increase in accounts payable and
accrued liabilities as well as net income, partially offset by increases in
accounts receivable and other assets.


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         Net cash used in investing activities for the three months ended March
31, 2001 and March 31, 2000 was $154.6 million and $234.5 million, respectively.
Cash used in investing activities in the three months ended March 31, 2001 was
due primarily to the purchase of available-for-sale investments and the purchase
of fixed assets, partially offset by cash received from maturities of
available-for-sale investments. The increase in fixed assets includes $186.8
million for the purchase of approximately 80 acres of land in Sunnyvale,
California. Cash used in investing activities in the three months ended March
31, 2000 was primarily due to the purchase of available-for-sale investments and
minority equity investments, partially offset by maturities of
available-for-sale investments.

         Net cash provided by financing activities for the three months ended
March 31, 2001 and March 31, 2000 was $20.9 million and $1.1 billion,
respectively. Cash provided by financing activities in the three months ended
March 31, 2001 was due to proceeds from employee stock option exercises and the
employee stock purchase plan. Cash provided by financing activities in the three
months ended March 31, 2000 was due primarily to the proceeds from the offering
of the Notes of $1.1 billion.

         Although the Company believes that current cash balances will be
sufficient to fund operations for at least the next 12 months, there can be no
assurance that the Company will not require additional financing within this
time frame or that such additional funding, if needed, will be available on
acceptable terms.

FACTORS THAT MAY AFFECT FUTURE RESULTS

THE COMPANY FACES INTENSE COMPETITION THAT COULD REDUCE ITS MARKET SHARE.
Competition in the Internet infrastructure market is intense. This market has
historically been dominated by Cisco with other companies such as Nortel
Networks and Lucent Technologies providing products to a smaller segment of the
market. In addition, a number of other small public or private companies have
announced plans for new products to address the same problems which the
Company's products address. If the Company is unable to compete successfully
against its existing and future competitors, it could be required to reduce
prices, resulting in reduced gross margins and could experience loss of market
share, each of which could materially and adversely affect its business,
operating results and financial condition.

THE COMPANY'S SUCCESS DEPENDS ON ITS ABILITY TO DEVELOP PRODUCTS AND PRODUCT
ENHANCEMENTS THAT WILL ACHIEVE MARKET ACCEPTANCE. The Company cannot ensure that
it will be able to develop new products or product enhancements in a timely
manner or at all. Any failure to develop new products or product enhancements
could substantially decrease market acceptance and sales of the Company's
present and future products which would significantly harm the business and
financial results. Even if the Company is able to develop and commercially
introduce new products and enhancements, there can be no assurance that new
products or enhancements will achieve widespread market acceptance. Any failure
of the Company's future products to achieve market acceptance could adversely
affect the business and financial results.

THE COMPANY'S FAILURE TO CONTINUE TO INCREASE ITS REVENUES MAY PREVENT THE
COMPANY FROM MAINTAINING PROFITABILITY. The Company has large fixed expenses and
there can be no assurances that net revenues will continue to grow or that the
Company will maintain profitability.

LIMITED OPERATING HISTORY MAKES FORECASTING DIFFICULT. As a result of the
Company's limited operating history, it is difficult to accurately forecast
revenues and there is limited meaningful historical financial data upon which to
base planned operating expenses. In addition, the


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Company's operating expenses are largely based on anticipated revenue trends and
a high percentage of its expenses are, and will continue to be, fixed in the
short-term. If the Company does not achieve its expected revenues, its operating
results will be below its expectations and those of investors and market
analysts, which could cause the price of the common stock to decline.

In addition, timing of deployment of the Company's products can vary widely and
depends on various factors. Customers with large networks usually expand their
networks in large increments on a periodic basis. The Company expects to receive
significant orders on an irregular basis. Because of the Company's limited
operating history, it cannot predict these sales and development cycles. These
long cycles, as well as the Company's expectation that customers will tend to
sporadically place large orders with short lead times, may cause its revenues
and operating results to vary significantly and unexpectedly from quarter to
quarter.

Further, the Company has experienced and expects in the foreseeable future to
continue to experience limited visibility as to customers' spending plans and
capital budgets. This limited visibility complicates the forecasting process
further.

THE COMPANY'S CUSTOMER BASE HAS INCREASED SUBSTANTIALLY, HOWEVER THERE IS STILL
A LIMITED NUMBER OF CUSTOMERS WHICH COMPRISE A SIGNIFICANT PORTION OF THE
COMPANY'S REVENUES AND ANY DECREASE IN REVENUE FROM THESE CUSTOMERS COULD HAVE
AN ADVERSE EFFECT. The Company expects that a large portion of its net revenues
will continue to depend on sales to a limited number of customers. Any downturn
in the business of these customers or potential new customers could
significantly decrease sales to such customers which could adversely affect the
Company's net revenues and results of operations.

THE COMPANY'S FAILURE TO ADAPT TO CHANGING MARKET CONDITIONS EFFECTIVELY COULD
SERIOUSLY HARM ITS BUSINESS, FINANCIAL CONDITION AND PROSPECTS. The Company's
ability to successfully implement its business plan, develop and offer its
products and manage expansion under rapidly changing market conditions requires
a comprehensive and effective planning and management process. The Company
continues to increase the scope of its operations domestically and
internationally and has grown headcount substantially. The growth in business,
headcount and relationships with customers and other third parties has placed
and will continue to place a significant strain on the Company's management
systems and resources. The Company will need to continue to improve its
operational, managerial and financial controls, reporting systems and
procedures, and will need to continue to expand, train and manage its work force
worldwide.

THE UNPREDICTABILITY OF THE COMPANY'S QUARTERLY RESULTS MAY ADVERSELY AFFECT THE
TRADING PRICE OF ITS COMMON STOCK. The Company's revenues and operating results
will vary significantly from quarter to quarter due to a number of factors,
including many of which are outside of the Company's control and any of which
may cause its stock price to fluctuate.

The factors that may impact the unpredictability of the Company's quarterly
results include the long sales and implementation cycle and the reduced
visibility into customers' spending plans and associated revenues. As a result,
the Company believes that quarter-to-quarter comparisons of operating results
are not a good indication of future performance. It is likely that in some
future quarters, operating results may be below the expectations of public
market analysts and investors in which case the price of the Company's common
stock may fall.

THE COMPANY DEPENDS ON KEY PERSONNEL TO MANAGE ITS BUSINESS EFFECTIVELY IN A
RAPIDLY CHANGING MARKET AND IF IT IS UNABLE TO HIRE ADDITIONAL PERSONNEL, ITS
ABILITY TO SELL PRODUCTS COULD BE HARMED. The Company's future success depends
upon the continued services of its executive officers and other key engineering,
sales, marketing and support


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personnel. None of the officers or key employees is bound by an employment
agreement for any specific term.

The loss of the services of any of its key employees, the inability to attract
or retain qualified personnel in the future or delays in hiring required
personnel, particularly engineers, could delay the development and introduction
of and negatively impact the Company's ability to sell its products.

In addition, the Company believes that its future success is dependent upon
establishing successful relationships with a variety of distribution partners.
The Company has entered into agreements with several value added resellers, some
of whom also sell products that compete with the Company's products. The Company
cannot be certain that it will be able to reach agreement with additional
resellers on a timely basis or at all, or that they will devote adequate
resources to selling the Company's products.

THE COMPANY IS DEPENDENT ON SOLE SOURCE AND LIMITED SOURCE SUPPLIERS FOR SEVERAL
KEY COMPONENTS. With the current demand for electronic products, component
shortages are possible and the predictability of the availability of such
components is limited. The Company currently purchases several key components,
including ASICs, from single or limited sources. The Company may not be able to
develop an alternate or second source in a timely manner, which could hurt its
ability to deliver product to customers. If the Company is unable to buy these
components on a timely basis, it will not be able to deliver product to its
customers, which would seriously impact present and future sales which would, in
turn, adversely affect its business.

THE COMPANY CURRENTLY DEPENDS ON CONTRACT MANUFACTURERS WITH WHOM IT DOES NOT
HAVE LONG-TERM SUPPLY CONTRACTS, AND IF THE COMPANY UNEXPECTEDLY HAS TO QUALIFY
A NEW CONTRACT MANUFACTURER IT MAY LOSE REVENUE AND DAMAGE ITS CUSTOMER
RELATIONSHIPS. The Company depends on third party contract manufacturers (each
of whom is a third party manufacturer for numerous companies) to manufacture its
products. The Company does not have a long-term supply contract with such
manufacturers and if the Company should fail to effectively manage its contract
manufacturer relationships or if one or more of them should experiences delays,
disruptions or quality control problems in its manufacturing operations, the
Company's ability to ship products to its customers could be delayed which could
adversely affect the Company's business and financial results.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

INTEREST RATE RISK

         The Company's exposure to market risk for changes in interest rates
relates primarily to the Company's investments and long-term debt obligations.
The Company maintains investment portfolio holdings of various issuers, types,
and maturities. These securities are classified as available-for-sale, and
consequently, are recorded on the balance sheet at fair value with unrealized
gains or losses reported as a separate component of shareholders' equity, net of
tax. To reduce its risk the Company places its investments with high credit
quality issuers and, by policy, limits the amount invested in any one issuer.

FOREIGN CURRENCY RISK

         The Company markets and sells its products throughout the world however
to date sales have all been made in US dollars. In addition, the Company's
operations are primarily located in the United States. Accordingly, the Company
has had no material exposure to foreign currency rate fluctuations.


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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) List of Exhibits: None

         (b) Reports on Form 8-K: None



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                                    SIGNATURE

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

                                             JUNIPER NETWORKS, INC.

                                               /s/ Marcel Gani
                                ------------------------------------------------
                                                   Marcel Gani
                                             Chief Financial Officer
                                (Duly Authorized Officer and Principal Financial
                                             and Accounting Officer)



Dated: May 8, 2001



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