Ciena (CIEN) 10-K risk factor changes: FY2023 vs FY2022

Our revenue, gross [removed: margin] [added: margin,] and operating results can fluctuate significantly and unpredictably from quarter to quarter.

Our revenue, gross [removed: margin] [added: margin,] and results of operations can fluctuate significantly and unpredictably from quarter to quarter.

[removed: In recent years,] [added: Historically,] a significant portion of our quarterly revenue was generated from customer orders received during that same quarter (which we refer to as “book to revenue”) and [added: was] therefore less predictable and subject to fluctuation due to a quarterly shortfall in [removed: orders.][added: orders from expectations.]

[removed: More recently,] [added: During fiscal 2022,] however, we [removed: have] generated a significant backlog of customer orders, and [added: through the first half of fiscal 2023,] our [removed: results can be] [added: revenue was] more significantly impacted by availability of supply, as well as [removed: any order cancellations or] [added: customer] delivery deferrals of existing backlog.

[removed: Accordingly, our results for a particular quarter can be difficult to predict, and] [added: These dynamics, as well as] a range of [removed: factors] [added: factors,] including those set forth [removed: below] [added: below,] can materially adversely affect quarterly revenue, gross [removed: margin] [added: margin,] and operating results:

- changes in spending levels or network deployment plans by customers, particularly with respect to our service provider and [removed: Web-scale] [added: cloud] provider customers;

- shipment and delivery [removed: timing;][added: timing, including any deferral of delivery;]

- the mix of revenue by product segment, [removed: geography] [added: geography,] and customer in any particular quarter;

- changing market, [removed: economic] [added: economic,] and political conditions, including the impact of tariffs and other trade restrictions or efforts to withdraw from or materially modify international trade agreements;

- consolidation activity among our customers, [removed: suppliers] [added: suppliers,] and competitors;

As a result of these factors and other conditions affecting our business and operating results, we believe that quarterly comparisons of our operating results are not necessarily a good indication of [removed: possible] future performance.

Quarterly fluctuations from the above [added: and other] factors may cause our revenue, gross [removed: margin] [added: margin,] and results of operations to underperform in relation to our guidance, long-term financial targets or the expectations of financial analysts or investors, which may cause volatility or decreases in our stock price.

Challenges relating to [removed: current] supply chain [removed: constraints,] [added: dynamics,] including semiconductor components, could adversely impact our growth, gross margins and financial results.

In the face of [removed: extraordinary] demand across a range of industries, [removed: the] global supply [removed: market] for certain raw materials and components, including, in particular, semiconductor, integrated [removed: circuits] [added: circuits,] and other electronic components used in most of our products, [removed: has] experienced [removed: significant] [added: substantial] constraint and disruption in recent [added: prior] periods.

[removed: In an effort] [added: We took a number of steps] to mitigate these [removed: risks, we have incurred higher costs to secure available inventory, extended] [added: challenges, including extending] our purchase commitments and [removed: placed] [added: placing] non-cancellable, advanced orders with or through suppliers, particularly for long [removed: lead time] [added: lead-time] components.

[removed: During fiscal 2022,] [added: In recent periods,] delays and lower-than-expected deliveries from a small group of our suppliers of integrated circuit components that are essential for delivering finished products had a [removed: disproportionate] [added: disproportionate, adverse] impact on our results of operations.

[removed: The current supply] [added: Supply] chain challenges could also impact customer satisfaction or future business opportunities with customers, and result in increased use of cash, engineering design changes, and delays in new product introductions, each of which could adversely impact our business and financial results.

[removed: We have recently been experiencing unprecedented demand, and our] [added: Our] backlog may not be an accurate indicator of [removed: our] [added: the] level and timing of [added: our] future revenues.

As a result of order volumes growth in [removed: recent] [added: prior] periods, [added: driven by supply chain constraints and longer delivery lead times,] our backlog [removed: has grown] [added: grew] from [removed: $2.2] [added: $1.2] billion at the end of fiscal [removed: 2021] [added: 2020] to $4.2 billion at the end of fiscal 2022.

Backlog may be fulfilled several quarters following receipt of a purchase order, either due to customer [removed: purchasing] schedules or delays caused by supply chain constraints.

Generally, our customers may cancel, delay [added: delivery] or change their orders with limited advance notice, or they may decide not to accept our products and services, although instances of both cancellation and non-acceptance have been rare historically.

The loss of [added: one or more of] these customers or a significant reduction in their spending could have a material adverse effect on our business and results of operations.

For example, our ten largest customers contributed [removed: 56.3%] [added: 53.7%] of our revenue for fiscal [removed: 2022] [added: 2023] and [removed: 55.5%] [added: 56.3%] of our revenue for fiscal [removed: 2021.][added: 2022.]

For example, [added: a cloud provider customer accounted for approximately 12.8% of our revenue for fiscal 2023,] AT&T accounted for approximately [removed: 11.9%] [added: 10.6%] of our revenue for fiscal [removed: 2022] [added: 2023] and [removed: 12.4%] [added: 11.9%] of our revenue for fiscal [removed: 2021, while] [added: 2022, and] Verizon accounted for approximately 11.1% of our revenue for fiscal 2022.

During fiscal [removed: 2022,] [added: 2023,] four [removed: Web-scale] [added: cloud] providers were among our top ten customers.

[removed: Web-scale] [added: Cloud provider] customers have been important contributors to our revenue through both our direct sales to them, including for data center interconnection, and their indirect impact on purchases by other network operators.

There have been significant horizontal and vertical consolidation activities by communications service providers and cable [removed: operators, with several such operators acquiring media and content companies.][added: operators.]

Customer consolidation can increase customer purchasing power and has in the past resulted in delays or reductions in network spending due to changes in strategy or leadership, the timing of regulatory approvals and [added: high levels of] debt [removed: burdens associated with] [added: taken on as a result of] such transactions.

Because of our concentration of revenue with communications service providers and [removed: Web-scale] [added: cloud] providers, our business and results of operations can be significantly affected by market, [removed: industry] [added: industry, regulatory] or competitive dynamics adversely affecting these customer segments.

For example, communications service providers continue to face a rapidly shifting competitive landscape as cloud service operators, OTT providers, and other content providers [added: continue to] challenge their traditional business models and network infrastructures.

We face intense competition that could hurt our sales and results of operations, and we expect the competitive landscape in which we operate [added: or intend] to [added: operate to] continue to broaden to include additional solutions providers.

- functionality, speed, capacity, [removed: scalability, performance, quality] [added: scalability] and [removed: reliability] [added: performance] of [added: network] solutions;

- the ability to meet [removed: customer] business needs and drive successful outcomes;

- price for performance, cost per bit and total cost of ownership of [added: network] solutions;

- technology roadmap and forward innovation [removed: capacity and] [added: capacity, including the] ability to [removed: deliver on network innovation;][added: invest significant sums in research and development;]

- ability to offer solutions that accommodate a range of [removed: emerging customer] [added: different] consumption [removed: models for network solutions;][added: models;]

- [removed: operating costs,] space requirements and power consumption of network solutions; [added: and]

- software and network automation [removed: and analytics] capabilities; [removed: and]

- services and support [removed: capabilities.][added: capabilities;]

solution suppliers, including IP router [added: vendors, component] vendors and other suppliers or integrators of networking technology.

As supply chain conditions improved, we have been able to increase shipment volumes and reduce lead times, and our backlog decreased to $2.6 billion at the end of fiscal 2023.

However, our order volumes began to moderate in the fourth quarter of fiscal 2022, and we continued to experience orders that are below revenue during fiscal 2023.

We do not expect the very high level of orders we experienced in earlier periods in fiscal 2021 and fiscal 2022 to return or continue in the long-term.

While we expect order volumes to normalize over time, we expect our backlog to continue to reduce in fiscal 2024.

Specifically, during fiscal 2023, certain customers, including communications service providers and cable and multiservice operators in North America, and cloud providers, that had earlier placed significant advanced orders, rescheduled deliveries for a portion of such orders, to address their capital budget and capacity to absorb such inventory operationally.

We expect our backlog to continue to reduce in fiscal 2024.

As that happens, we expect our reliance upon securing quarterly book to revenue orders to grow and those orders to represent a more typical composition of our quarterly revenue over time.

However, within these dynamics, our results for a particular period can be difficult to predict.

As a result, we experienced significant component shortages, extended lead times, increased costs, and unexpected cancellation or delay of previously committed supply of key components across our supplier base.

While reliability of supply has improved, extended lead times and elevated component costs could continue to adversely impact our revenue, our cost of goods sold, and our ability to reduce the cost to produce our products in a manner consistent with prior periods.

It is unclear when the supply environment will fully stabilize and what impacts it will have on our business and results of operations in future periods.

In addition, current geopolitical trends could impact the availability of components, and certain related export controls on critical minerals and semiconductor technology and chips could constrain supply and adversely impact both delivery and development of such components.

This volatility has adversely affected, and could further affect, component availability, lead times and cost, which can adversely impact our revenue and have an impact on customer purchasing decisions.

In an effort to address these risks, we have implemented mitigation strategies, including expanding manufacturing capacity, implementing multi-sourcing activities, qualifying alternative parts, and redesigning products; however, these efforts may fail to reduce the impact of adverse supply chain conditions.

- operating costs and total cost of ownership;

- ability to manage challenging supply chain environments, including manufacturing and lead-time capability;

- security of enterprise, product development, support processes, and products;

- ability to offer solutions that help customers manage the lifecycle impacts of their networks and achieve their climate sustainability goals.

From the second quarter of fiscal 2021 through the third quarter of fiscal 2022, we received unprecedented orders for our products and services, during a period when the supply environment was constrained.

million at the end of of fiscal 2021 to $1.1 billion at the end of fiscal 2023.

During fiscal 2023, certain customers, including communications service providers and cable and multiservice operators in North America and cloud providers, that had earlier placed significant advanced orders, rescheduled deliveries for a portion of such orders.

Accordingly, our inventory needs for a particular period can fluctuate and be difficult to predict.

tax assets.

Our products are used in customer networks and transmit a range of sensitive information, and our software products, including our Blue Planet solutions, play an important role in managing network elements and delivering services.

Communications technologies have frequently been the target of attacks from a range of threat actors including nation states and other malicious parties.

- disruption to the operation of our network operator customers;

- reporting and other publication to customers or regulatory bodies;

Emerging issues related to the development and use of artificial intelligence (AI) could give rise to legal or regulatory action, damage our reputation or otherwise materially harm of our business.

Our development and use of AI technology in our products and operations remains in the early phases.

While we aim to develop and use AI responsibly and attempt to mitigate ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues before they arise.

AI technologies are complex and rapidly evolving and the technologies that we develop or use may ultimately be flawed.

Moreover, AI technology is subject to rapidly evolving domestic and international laws and regulations, which could impose significant costs and obligations on the company.

For example, in 2023 the Biden Administration issued a new, executive order on safe, secure and trustworthy AI and the EU introduced the AI Act to establish rules for providers and users.

Emerging regulations may pertain to data privacy, data protection, and the ethical use of AI, as well as clarifying intellectual property considerations.

Our use of AI could give rise to legal or regulatory action, increased scrutiny or liability, damage our reputation or otherwise materially harm our business.

logistics restrictions including closures of air space, and could increase the costs, risks and adverse impacts from supply chain and logistics challenges.

Reworks, in particular, if required, can be a very expensive and time-consuming effort.

- the impact of wage inflation and labor shortages on cost;

- the impact of supply chain constraints on our contract manufacturers’ costs and business models;

- risks associated with the ability of our contract manufacturers to perform to our manufacturing needs;

This constrained supply environment has adversely affected, and could further affect, component availability, lead times and cost, and could increase the likelihood of unexpected cancellations or delays of previously committed supply of key components.

Our efforts to expand our manufacturing capacity and multi-source and pre-order components and finished goods inventory may fail to reduce the impact of these adverse supply chain conditions.

Despite our mitigation efforts, constrained supply conditions during fiscal 2022 adversely impacted and are expected to continue to adversely impact our revenue, results of operations and our ability to meet customer demand.

For example, fiscal 2022 revenue was adversely impacted by a range of disruptions in our supply chain, including later-than-expected deliveries, lower-than-expected quantities and third-party manufacturing disruptions that took production offline for periods of time.

At the same time, increased costs associated with supply premiums, expediting fees and freight and logistics have impacted and can be expected to continue to adversely impact our gross margin, profitability and ability to reduce the cost to produce our products in a manner consistent with prior periods.

The COVID-19 pandemic has also contributed to and exacerbated this strain, and there can be no assurance that the impacts of the pandemic on our supply chain will not continue, or worsen, in the future.

Our ability to fulfill backlog is being adversely impacted by the current global supply constraints described above.

In addition, we believe that some portion of our increased order volumes in recent periods reflects customer acceleration of future orders due to the implementation of security of supply strategies, or spending that was delayed or deferred in prior years due to COVID-19-related impacts.

Our order growth relative to revenue has begun to moderate since the first half of fiscal 2022 and we do not expect the relative level of orders we experienced in fiscal 2022 to be sustainable in the long-term.

- ability to supply and product delivery lead times;

The COVID-19 pandemic has impacted our business and results of operation and could have a material adverse effect on our business, results of operations and financial condition in the future.

The COVID-19 pandemic and related countermeasures have caused economic and financial disruptions in most of the regions in which we sell our products and services and conduct our business operations.

Unprecedented actions were taken by governments and other institutions globally to try to mitigate the impact of the COVID-19 pandemic, some of which continued through fiscal 2022 in certain regions or to certain extents.

In fiscal 2022, the COVID-19 pandemic continued to challenge our business operations and adversely impact our financial results, including due to restrictions on travel and gatherings in certain countries and regions, including China, significant supply chain disruptions, and a dynamic demand environment for our products and services.

In accordance with relevant public health guidance and local conditions, we have conducted a phased return to our offices and facilities, implemented a hybrid remote/office working model, and resumed certain travel, but continue to closely monitor the COVID-19 pandemic to determine if additional actions or policy adjustments are required.

The magnitude and duration of disruption from the COVID-19 pandemic, and its impact on global business activity and our business and operations, remain uncertain.

See also the risk factors above entitled “*Challenges relating to current supply chain constraints, including with respect to semiconductors and integrated circuits, could adversely impact our revenue, gross margins and financial results*” and “*We have recently been experiencing unprecedented demand, and our backlog may not be an accurate indicator of our level and timing of future revenues*.”

Ciena-designed modules or other component technologies.

Since the second quarter of fiscal 2021, we have experienced unprecedented demand for our products and services, and matching necessary inventory to fulfill that demand within the current supply constrained environment is challenging.

We have and continue to take a number of steps to mitigate the current supply chain challenges, including extending our purchase commitments and placing non-cancellable, advanced orders with or through suppliers, particularly for long lead time components.

For example, the Tax Cuts and Jobs Act (the “Tax Act”) required us to write down our net deferred tax assets by approximately $438.2 million in fiscal 2018.

The value of our net deferred tax asset above may also be subject to change in the future, based on our actual or projected generation of future taxable income.

For example, during the first half of fiscal 2022, we experienced third-party manufacturing disruptions that took production of certain of our products offline for periods of time, which adversely impacted our revenue.

See also the risk factor above entitled “*The COVID-19 pandemic has impacted our business and results of operation and could have a material adverse effect on our business, results of operations and financial condition in the future*” for additional factors related to COVID-19 and our third-party contract manufacturers that could adversely affect our business and financial results.

During fiscal 2022, delays and lower-than-expected deliveries from a small group of our suppliers of integrated circuit components that are essential for delivering finished products had a disproportionate, adverse impact on our results of operations.

in some cases, Huawei is a significant customer for such suppliers.

There can be no assurance that our business and operations will not experience disruption in connection with system upgrades or other initiatives.

Even if we do not encounter these adverse effects or disruption in our business, the design and implementation of these new systems may be more costly than anticipated.

strategy” will be successful in attracting and retaining the talent necessary to execute on our business plans.

For example, in response to the COVID-19 pandemic, numerous U.S. Embassies suspended or delayed the processing of new visa applications for a period of time during the pandemic due to COVID-19 related concerns impacting embassy operations and staffing.

In addition, the internet has experienced an increase in cyber threats during the COVID-19 pandemic in the form of phishing emails, malware attachments and malicious websites.

These risks, as well as the number and frequency of cybersecurity events globally, may also be heightened during times of geopolitical tension or instability between countries, including, for example, the ongoing military conflict between Russia and Ukraine.

security-related risks created by the use of third-party software and services.

These security events could also negatively impact our reputation and our competitive position and could result in litigation with third parties, regulatory action, loss of business, potential liability and increased remediation costs, any of which could have a material adverse effect on our financial condition and results of operations.

In August 2020, the U.S. Department of Commerce took further action against Huawei by adding additional Huawei affiliates to the Entity List, confirming the expiration of a temporary general license applicable to Huawei and amending the foreign direct product rule in a manner that represents a significant expansion of its application to Huawei.

In December 2017, the FCC deregulated broadband internet access service providers and removed their classification as telecommunications service providers under Title II of the Communications Act.

This decision, which was partially upheld in an October 2020 decision by the U.S. Court of Appeals for the District of Columbia Circuit, repeals net neutrality regulations that prohibit blocking, degrading or prioritizing certain types of internet traffic and restores the light touch regulatory treatment of broadband service in place prior to 2015.

Although the FCC’s initial decision has preempted state jurisdiction on net neutrality, the U.S. Court of Appeals decision vacated the specific preemption provision in the 2017 order.

A number of states have taken executive action directed at reinstating aspects of the FCC’s 2015 order.

California, among other states, has passed legislation that seeks to reestablish net neutrality.

We are a [removed: networking systems, services] [added: network platform, software,] and [removed: software] [added: services] company, providing solutions that enable a wide range of network operators to deploy and manage next-generation networks that deliver services to businesses and consumers.

We provide hardware, [removed: software] [added: software,] and services that support the delivery of video, [removed: data] [added: data,] and voice traffic over core, metro, [removed: aggregation] [added: aggregation,] and access communications networks.

Our solutions are used globally by communications service providers, cable and multiservice operators, [removed: Web-scale] [added: cloud] providers, submarine network operators, governments, and enterprises across multiple industry verticals.

Our portfolio is designed to enable the Adaptive Network, which is our vision for a network end state that leverages a programmable and scalable network infrastructure, driven by software control and automation capabilities, that [removed: are] [added: is] informed by analytics and intelligence.

Our solutions include Networking Platforms, including our [removed: Converged Packet] Optical [added: Networking] and Routing and Switching portfolios, which can be applied from the network core to end-user access points, and which allow network operators to scale capacity, increase transmission speeds, allocate traffic efficiently and adapt dynamically to changing end-user service demands.

To complement our Networking Platforms, we offer Platform Software, which includes our [removed: MCP] [added: Manage, Control and Plan (“MCP”)] applications that deliver advanced multi-layer domain control and operations.

Through our Blue Planet [removed: Software] [added: Software,] we also enable complete service lifecycle management automation with productized [removed: OSS] [added: operational support systems (OSS), which include inventory, orchestration] and [removed: service] assurance solutions that help our customers to achieve closed loop automation across multi-vendor and multi-domain environments.

[removed: Since] [added: From] the second quarter of fiscal [removed: 2021,] [added: 2021 through the third quarter of fiscal 2022,] we [removed: have experienced] [added: received an] unprecedented [removed: demand] [added: volume of orders] for our products and services.

Our quarterly order volumes during this period [removed: have] significantly exceeded our revenue and historical order volumes, with [removed: some] concentration of orders among certain existing [removed: Webscale] [added: cloud provider] and North America-based service provider customers.

We believe some portion of these orders [removed: also reflects] [added: reflected] customer acceleration of future orders due to lengthened lead times or the implementation of security of supply strategies to address the supply constraints described below.

[removed: As a result, our] [added: Our] backlog [removed: has grown] [added: grew] from [removed: $2.2] [added: $1.2] billion at the end of fiscal [removed: 2021] [added: 2020] to $4.2 billion at the end of fiscal 2022.

As a [removed: result,] [added: result of these and other factors, the timing of] our [added: fulfillment of] backlog [added: could cause some volatility in our results of operations and our backlog] should not necessarily be viewed as an accurate indicator of revenue for any particular period.

In the face of [removed: extraordinary] demand across a range of industries, global supply for certain raw materials and components, including, in particular, semiconductor, integrated [removed: circuits] [added: circuits,] and other electronic components used in most of our products, [removed: has] experienced substantial constraint and disruption in recent [added: prior] periods.

As a result, we [removed: have] experienced significant component shortages, extended lead times, increased costs, and unexpected cancellation or delay of previously committed supply of key components across our supplier base.

As of October [added: 28, 2023 and October] 29, 2022, we had [removed: $2.6] [added: $1.7] billion [added: and $2.6 billion, respectively,] in outstanding purchase order commitments to our contract manufacturers and component suppliers for inventory.

During the second half of fiscal [removed: 2022, reliability] [added: 2023, lead times, costs, and predictability] of supply [removed: improved gradually,] [added: for semiconductors, integrated circuits,] and [added: other electronic components began to stabilize and] the majority of our suppliers [removed: were] [added: have been] able to deliver [removed: components] by their promised, though [removed: in many cases,] extended, lead times.

[removed: We expect these] [added: Supply] constrained [removed: supply] conditions [added: have impacted our revenue and will continue] to [removed: increase] [added: impact] our costs of goods sold in the near term and [removed: to adversely impact] our ability to continue to reduce the cost to produce our products in a manner consistent with prior periods.

[removed: We believe these supply chain challenges will continue at least through fiscal 2023 and] [added: However, we] expect that [removed: the] extended lead times [added: for components] and elevated [removed: supply chain] [added: component] costs [removed: we have experienced] will persist [removed: for] [added: at least through] the [removed: reasonably foreseeable future.][added: first half of fiscal 2024.]

It is unclear when the supply environment will [removed: become less volatile] [added: fully stabilize] and what impacts [removed: the supply environment] [added: it] will have on our business and results of operations in future periods.

To mitigate the impact of these supply conditions on our business and customers, [removed: in addition] [added: we have placed and continue] to [removed: placing advance] [added: place advanced] orders for [removed: inventory, we] [added: inventory and] have been [removed: expanding our manufacturing capacity and] accumulating [removed: components that are in available supply, in some cases with expanded lead times.][added: components.]

As a result of this strategy, our inventory [removed: has] increased from $374.3 million at the end of fiscal 2021 to [removed: $946.7 million] [added: $1.1 billion] at the end of fiscal [removed: 2022.][added: 2023.]

Together with increased costs of supply, these mitigation strategies have impacted, and [removed: can be expected] [added: we expect them] to continue to impact, our result of operations and cash from operations.

See Note [removed: 5] [added: 4] to our Consolidated Financial Statements included in Item 8 of Part II of this report for more information on [removed: the impact of suspending our business operations in Russia.][added: these acquisitions.]

See Note [removed: 4] [added: 19] to our Consolidated Financial Statements included in Item 8 of Part II of this report for more information on [removed: these acquisitions and the related accounting.][added: our term loans.]

[removed: During the first quarter of fiscal 2023,] [added: *Acquisitions.* On November 17, 2022,] we acquired Benu [added: Networks, Inc. (“Benu”)] and its portfolio of cloud-native software solutions, including a virtual Broadband Network Gateway ((v)BNG), which complement our existing portfolio of broadband access solutions.

See Note [removed: 28 “Subsequent Events”] [added: 20] to our Consolidated Financial Statements included in Item 8 of Part II of this report for more information on [removed: this acquisition.][added: our revolving credit facilities.]

During fiscal [removed: 2022,] [added: 2023,] we repurchased an additional $250.0 million of our common stock under the stock repurchase program, and we had [removed: $500.0] [added: $250.0] million remaining under the current repurchase authorization as of October [removed: 29, 2022.][added: 28, 2023.]

[removed: See Item 5 of Part II of this report and] [added: For more information, see] Note [removed: 22] [added: 19] to our Consolidated Financial Statements included in Item 8 of Part II of this [removed: report for more information on our stock repurchase program.][added: annual report.]

[added: (4)] The 2030 [added: Senior] Notes bear interest at a rate of 4.00% per annum and mature on January 31, 2030.

Interest [removed: is payable] on the 2030 Notes [removed: in arrears] [added: is payable semiannually] on January 31 and July 31 of each [removed: year, commencing on July 31, 2022.][added: year.]

[removed: See] [added: For more information on our acquisition of Tibit, see] Note [removed: 19] [added: 4] to our Consolidated Financial Statements included in Item 8 of Part II of this [removed: report for more information on our 2030 Notes.][added: annual report.]

Backlog may be fulfilled several quarters following receipt of a purchase order, or in the case of certain service obligations, [added: may relate to multi-year support period.]

Our backlog was [removed: $4.2] [added: $2.6] billion as of October [removed: 29, 2022,] [added: 28, 2023,] as compared to [removed: $2.2] [added: $4.2] billion as of October [removed: 30, 2021.][added: 29, 2022.]

Backlog at October [removed: 29, 2022] [added: 28, 2023] includes approximately [removed: $251.8] [added: $336.2] million primarily related to orders for products and maintenance and support services that are not expected to be filled or performed within fiscal [removed: 2023.][added: 2024.]

A discussion regarding our financial condition and results of operations for fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021] [added: 2022] is presented below.

A discussion of fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020] [added: 2021] can be found under Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended October [removed: 30, 2021,] [added: 29, 2022,] filed with the SEC on December [removed: 17, 2021,] [added: 16, 2022,] which is available free of charge on the SEC’s website at www.sec.gov and our Investor Relations website at investor.ciena.com.

Fiscal [removed: 2022] [added: 2023] Compared to Fiscal [removed: 2021][added: 2022]

During fiscal [removed: 2022,] [added: 2023,] approximately [removed: 13.7%] [added: 14.9%] of our revenue was non-U.S. Dollar denominated, primarily including sales in Euros, Canadian Dollars and British Pounds.

During fiscal [removed: 2022,] [added: 2023,] as compared to fiscal [removed: 2021,] [added: 2022,] the U.S. Dollar primarily strengthened against these and other currencies.

Consequently, our revenue reported in U.S. Dollars was adversely impacted by approximately [removed: $32.0] [added: $4.7] million, or [removed: 0.9%,] [added: 0.1%,] as compared to fiscal [removed: 2021.][added: 2022.]

Order Volumes

We also believe some portion of these orders reflected pre-pandemic design wins for which orders were delayed due to the dynamics of the COVID-19 pandemic.

Our order volumes began to moderate in the fourth quarter of fiscal 2022.

We continued to experience levels of orders lower than revenue during fiscal 2023, with order volumes slightly increasing in the fourth quarter of fiscal 2023 as compared to the third quarter of fiscal 2023.

We believe this reduction in orders relative to revenue has been in part due to customers no longer needing to place significant advanced orders, because supply chain conditions and lead times have improved.

However, over the longer term, we continue to believe that certain trends and shifts in business and consumer behaviors, including enterprise and consumer cloud network adoption, 5G, high-definition video, generative AI, and network operator focus on resilience and automation, represent positive, long-term drivers of demand and opportunities for our business.

Backlog and Order Delivery Timing

Historically, a meaningful portion of our quarterly revenue was generated from customer orders received during that same quarter (which we refer to as “book to revenue”) and was therefore less predictable and subject to fluctuation.

As a result of elevated order volumes during portions of fiscal 2021 and fiscal 2022, and the supply chain constraints described below, however, we generated a significant backlog of customer orders.

Accordingly, our revenue has been more recently impacted by factors including availability of supply and customer delivery deferrals of existing backlog.

As supply chain conditions have improved and we have been able to increase shipment volumes and reduce lead times, our backlog decreased to $2.6 billion as of the end of fiscal 2023.

We expect our backlog to continue to reduce during fiscal 2024 as supply chain conditions continue to improve and customers place fewer advanced orders.

As that happens, we expect that our reliance upon securing quarterly book to revenue orders will grow and that those orders will represent a more typical composition of our quarterly revenue and to be a critical element of future revenue growth.

The timing with which, and degree to which, we fulfill our backlog will have a significant impact on our rate of revenue growth and can be affected by factors outside of our control, including supply chain conditions and availability of components described below, and customer readiness and willingness to receive shipment against existing orders.

During fiscal 2023, certain customers, including communications service providers and cable and multiservice operators in North America and cloud providers, that had earlier placed significant advanced orders, rescheduled deliveries for a portion of such orders,

including in some cases until after the end of fiscal 2023.

We believe that this was the result of a number of factors, including these customers’ significant order levels during a period of supply chain constraints, the recent, rapid improvement in our delivery lead times, and their capital expenditure and inventory levels.

Accordingly, our results for a particular period can be difficult to predict.

See the risk factors captioned “Our backlog may not be an accurate indicator of our level and timing of future revenues.” and “Our revenue, gross margin, and operating results can fluctuate significantly and unpredictably from quarter to quarter.” in Item 1A of Part I of this report for further discussion of risks related to our backlog and order delivery timing.

We also expanded our manufacturing capacity to prepare us to be able to produce finished goods more quickly.

On December 30, 2022, we acquired Tibit Communications, Inc. (“Tibit”), a provider of passive optical network solutions.

*Credit Facility Refinancings.* On October 24, 2023, we entered into an Incremental Amendment Agreement to our existing Credit Agreement, dated July 15, 2014, as amended (the “Credit Agreement”), pursuant to which we incurred a new single tranche of senior secured term loans in an aggregate principal amount of $1.2 billion, maturing on October 24, 2030 (the “2030 New Term Loan”).

The proceeds of the 2030 New Term Loan, together with cash on hand, were used to repay in full (i) our existing senior secured term loan with an outstanding aggregate principal amount of approximately $668.7 million and

maturing on September 28, 2025 (the “2025 Term Loan”), and (ii) our existing senior secured term loan with an outstanding aggregate principal amount of approximately $497.5 million and maturing on January 19, 2030 (the “2030 Term Loan”), including accrued interest, and pay transaction fees and expenses.

On October 24, 2023, pursuant to the above Incremental Amendment Agreement to the Credit Agreement, we entered into a new senior secured revolving credit facility of $300 million (the “Revolving Credit Facility”), maturing on October 24, 2028, which replaces a predecessor senior secured asset-based revolving credit facility of up to $300 million, maturing on September 25, 2025 (the “ABL Credit Facility”) under our ABL Credit Agreement, dated October 28, 2019, as amended (the “ABL Credit Agreement”).

Concurrent with entering into the Revolving Credit Facility, the ABL Credit Agreement was terminated.

We intend to use the Revolving Credit Facility to support the issuance of letters of credit that arise in the ordinary course of our business and for general corporate purposes.

Effective the fourth quarter of fiscal 2023, we renamed our “Converged Packet Optical” product line “Optical Networking.” This change was made on a prospective basis and does not impact comparability of previous financial results or the composition of this product line.

However, references to our “Converged Packet Optical” product line in prior periods have been changed to “Optical Networking” in this report.

See Notes 2 and 25 to our Consolidated Financial Statements included in Item 8 of Part II of this annual report for more information on our segment reporting.

| Optical Networking | | | $ | 2,987,245 | | | | | *68.1* | | | | | | $ | 2,379,931 | | | | | *65.5* | | | | | | $ | 607,314 | | | | | *25.5* | | |

| Routing and Switching | | | 506,247 | | | | | | *11.5* | | | | | | 398,439 | | | | | | *11.0* | | | | | | 107,808 | | | | | | *27.1* | | |

| Total Networking Platforms | | | 3,493,492 | | | | | | *79.6* | | | | | | 2,778,370 | | | | | | *76.5* | | | | | | 715,122 | | | | | | *25.7* | | |

| Installation and Deployment | | | 180,951 | | | | | | *4.1* | | | | | | 157,443 | | | | | | *4.3* | | | | | | 23,508 | | | | | | *14.9* | | |

| Total Global Services | | | 520,014 | | | | | | *11.9* | | | | | | 500,533 | | | | | | *13.8* | | | | | | 19,481 | | | | | | *3.9* | | |

| Consolidated revenue | | | $ | 4,386,549 | | | | | *100.0* | | | | | | $ | 3,632,661 | | | | | *100.0* | | | | | | $ | 753,888 | | | | | *20.8* | | |

◦Routing and Switching sales increased, primarily reflecting a sales increase of $81.1 million of our 3000 and 5000 families of service delivery and aggregation switches, including initial sales of our microplug OLT transceivers that are integrated in our aggregation switches or sold on a stand-alone basis, primarily to communications service providers, cable and multiservice operators and enterprise customers.

Routing and Switching sales also includes an increase of $25.3 million of our 8100 Coherent IP networking platforms to communications service providers.

The increase in our software maintenance services was primarily for our MCP software platform, sold to communications service providers.

The decrease in software sales was primarily from decreased sales of our MCP software platform to communication service providers.

By transforming network infrastructures into dynamic, programmable environments driven by automation and analytics, network operators can realize greater business agility, dynamically adapt to changing end-user service demands and rapidly introduce new revenue-generating services.

They can also gain valuable real-time network insights, allowing them to optimize network performance and maximize the return on their network infrastructure investment.

Our Converged Packet Optical portfolio includes products that support long haul and regional networks, submarine and data center interconnect networks, and metro and edge networks.

Our Routing and Switching portfolio includes products and solutions that enable efficient IP transport in next-generation metro edge, access and aggregation networks.

In addition to our systems and software, we also offer a broad range of services that help our customers build, operate and improve their networks and associated operational environments.

These include network transformation, consulting, implementation, systems integration, maintenance, NOC management, learning, and optimization services.

Demand Environment

We believe that we are benefiting from certain shifts in business and consumer behaviors, in part accelerated by the COVID-19 pandemic, that represent positive, long-term trends for our business.

These include 5G, enterprise and consumer cloud network adoption, increasing demands on the network edge, and network operator focus on resilience and automation.

However, our order growth relative to revenue has begun to moderate from the first half of fiscal 2022 and we expect it to continue to moderate over time.

See “Risk Factors” in Item 1A of Part I of this report for further discussion of risks related to the demand environment.

Beginning in the second half of fiscal 2021, we started placing significant, advanced

orders for supply of certain long lead time components to address our expected customer demand for fiscal 2022 and the then-emerging supply chain challenges.

Since that time, we have continued to extend the duration of our purchase commitments, or placed non-cancellable, advanced orders with or through suppliers, particularly for long lead time components.

However, we continued to experience substantial delays and lower-than-expected component deliveries from a small group of our suppliers of integrated circuit components that represent a small fraction of our overall materials, but which are essential for delivering finished products.

Although we benefited from some favorable supply chain developments during the fourth quarter of fiscal 2022, including receiving more integrated circuits than expected, as well as our investment in expanded manufacturing capacity described below, ongoing supply constraints and the unpredictable performance of our supply chain adversely impacted our ability to meet customer demand and our level of revenue and growth in fiscal 2022, in particular for our Converged Packet Optical products.

At the same time, increased supply chain costs, including purchase price increases, supply premiums, expediting fees and freight and logistics, adversely impacted our gross margin and profitability in fiscal 2022.

We believe that this approach positions us to produce finished goods more quickly when supply constraints ease for those components for which delivery continues to be delayed.

We have also implemented additional mitigation strategies, including multi-sourcing activities, qualifying alternative parts, and product redesign, and expect, over time, to realize certain benefits of these mitigation activities.

See “Risk Factors” in Item 1A of Part I of this report for further discussion of risks related to our supply chain, inventory and our mitigation activities.

Impact of Global Events on our Business and Operations

*COVID-19 Pandemic.* The impact of the COVID-19 pandemic and of countermeasures taken to contain its spread remain dynamic.

We continue to monitor the situation and actively assess further implications for our business, supply chain, fulfillment operations and customer demand.

For example, we gradually reopened a significant number of our offices globally during fiscal 2022.

We continue to take meaningful precautions in accordance with relevant guidelines to protect the health and safety of our employees.

Variants continue to emerge, efforts to mitigate or contain the impacts of the pandemic continue to evolve, and the duration and severity of the impact of the pandemic on our business and results of operations in future periods remain uncertain.

The COVID-19 pandemic and related countermeasures have previously impacted our operations and disrupted the manufacturing operations of our supply chain business partners.

If the COVID-19 pandemic or its adverse effects, including the effects of extended government-mandated lockdowns in several cities in China, become more severe or prevalent or are prolonged in the locations where we, our customers, suppliers or manufacturers conduct business, our business and results of operations could be adversely impacted.

If we experience more pronounced, COVID-19 related disruptions in our business or operations, or in economic activity and demand for our products and services generally, our business and results of operations in future periods could be materially adversely affected.

*Russia and Ukraine Conflict.* In February 2022, armed conflict escalated between Russia and Ukraine.

The United States and certain other countries have imposed sanctions on Russia and could impose further sanctions, which could damage or disrupt international commerce and the global economy.

We are complying with a broad range of United States and international sanctions and export control requirements imposed on Russia and, on March 7, 2022, we announced our decision to suspend our business operations in Russia immediately.

Due to the limited amount of business that we have conducted in Russia historically, this decision did not materially impact our results of operations for fiscal 2022 and we do not expect it to materially impact our results of operations going forward.

*Strategic Acquisitions.* During fiscal 2022, we acquired AT&T’s Vyatta virtual routing and switching technology, which is intended to expand and accelerate our Adaptive IP solutions and address the growing market opportunity to transform the network edge, including 5G networks and cloud environments.

During fiscal 2022, we also acquired Xelic, a provider and developer of FPGA and ASIC technology and optical networking IP cores, to enhance development of our WaveLogic coherent modem technology.

In the first quarter of fiscal 2023, we also entered into a definitive agreement to acquire Tibit Communications, Inc., a provider of passive optical network solutions.

*Stock Repurchase Program.* On December 9, 2021, we announced that our Board of Directors had authorized a program to repurchase up to $1.0 billion of our common stock, which replaced in its entirety our previous stock repurchase program authorized in fiscal 2019.

On December 13, 2021, in connection with this repurchase program, we entered into an accelerated share repurchase agreement (the “ASR Agreement”) for the repurchase of $250.0 million of our common stock.

We made an upfront payment of $250.0 million under the ASR Agreement during the first quarter of fiscal 2022, and the repurchases contemplated by the ASR Agreement were completed on February 15, 2022.

The amount and timing of any further repurchases under our stock purchase program are subject to a variety of factors, including liquidity, cash flow, stock price and general business and market conditions.

*Interest Rate [removed: Sensitivity*.] [added: Sensitivity.*] We maintain an investment portfolio of various holdings, types, and maturities.

The estimated impact on these investments of a 100 basis point (1.0%) increase in interest rates across the yield curve from rates in effect as of the balance sheet date would be a [removed: $1.2] [added: $2.3] million decline in value.

Our earnings and cash flows from operations would be exposed to changes in interest rates because of the floating rate of interest [removed: in] [added: on] our [removed: 2025] [added: 2030 New] Term Loan if such loan [removed: was] [added: were] not hedged using floating-to-fixed rate interest rate swaps.

We have entered into interest rate [removed: swap arrangements (“interest rate swaps”)] [added: swaps] that fix the floating rate for $350.0 million of [removed: the 2025 Term Loan] [added: our floating rate debt] at [removed: 2.957%] [added: 2.968% from September 2023] through September [removed: 2023,] [added: 2025,] and [added: another $350.0 million of our floating rate debt] at [removed: 2.968%] [added: 3.47%] from [removed: October] [added: January] 2023 through [removed: September 2025.][added: January 2028.]

As such, a 100 basis point (1.0%) increase in the [removed: LIBOR] [added: SOFR] rate as of our most recent [removed: LIBOR] [added: SOFR] rate setting would increase our annualized interest expense by approximately [removed: $3.3] [added: $4.7] million on the unhedged portion of our [removed: 2025] [added: 2030 New] Term Loan as recognized in our Consolidated Financial Statements.

See Notes 16 and 19 to our Consolidated Financial Statements included in Item 8 of Part II of this annual report for information relating to our [removed: 2025] [added: 2030 New] Term Loan.

During fiscal [removed: 2022,] [added: 2023,] approximately [removed: 13.7%] [added: 14.9%] of revenue was non-U.S. Dollar denominated.

During fiscal [removed: 2022] [added: 2023] as compared to fiscal [removed: 2021,] [added: 2022,] the U.S. Dollar [added: primarily] strengthened against a number of foreign currencies.

Consequently, our revenue reported in U.S. Dollars was adversely impacted by approximately [removed: $32.0] [added: $4.7] million or [removed: 0.9%.][added: 0.1%.]

With regard to operating expense, our primary exposure to foreign currency exchange risk relates to the [removed: Euro,] Canadian [removed: Dollar and] [added: Dollar,] Indian [removed: Rupee.][added: Rupee and Euro.]

During fiscal [removed: 2022,] [added: 2023,] approximately [removed: 50.0%] [added: 49.4%] of our operating expense was non-U.S. Dollar denominated.

If [added: these foreign] currencies strengthen against the U.S. Dollar, costs reported in U.S. Dollars will increase.

During fiscal [removed: 2022] [added: 2023] as compared to fiscal [removed: 2021,] [added: 2022,] the U.S. Dollar primarily strengthened against these and other currencies.

Consequently, our operating expense reported in U.S. Dollars decreased by approximately [removed: $25.5] [added: $23.3] million, or [removed: 1.9%,] [added: 1.5%,] net of [removed: hedging.][added: hedging impact.]

The derivative’s net gain or loss is initially reported as a component of accumulated other comprehensive [removed: income (loss)] [added: loss] and, upon the occurrence of the forecasted transaction, is subsequently reclassified to the line item in the Consolidated Statements of Operations to which the hedged transaction relates.

During fiscal [removed: 2022,] [added: 2023,] we recorded [removed: $2.5] [added: $0.4] million in foreign currency exchange [removed: gains,] [added: losses,] as a result of monetary assets and liabilities that were transacted in a currency other than the entity’s functional currency, and the re-measurement adjustments were recorded in interest and other income (loss), net on our Consolidated Statements of Operations.

During fiscal [removed: 2022,] [added: 2023,] we recorded losses on non-hedge designated foreign currency forward contracts of [removed: $4.0] [added: $3.9] million.

We are a [removed: networking systems, services] [added: network platform, software,] and [removed: software] [added: services] company, providing solutions that enable a wide range of network operators to deploy and manage next-generation networks that deliver services to businesses and consumers.

Our solutions are used globally by communications service providers, cable and multiservice operators, [removed: Web-scale] [added: cloud] providers, submarine network operators, governments, and enterprises across multiple industry verticals.

Our portfolio is designed to enable the Adaptive Network™, which is our vision for a network end state that leverages a programmable and scalable network infrastructure, driven by software control and automation capabilities, that [removed: are] [added: is] informed by [added: network] analytics and intelligence.

By transforming network infrastructures into dynamic, programmable environments driven by automation and analytics, network operators can realize greater business agility, [removed: dynamically] adapt [added: dynamically] to changing end-user service [removed: demands] [added: demands,] and rapidly introduce new revenue-generating services.

They can also gain [removed: valuable] [added: valuable,] real-time network insights, allowing them to optimize network performance and maximize the return on their network infrastructure investment.

Our solutions include Networking Platforms, including our [removed: Converged Packet] Optical [added: Networking portfolio] and [added: our] Routing and Switching [removed: portfolios,] [added: portfolio,] which can be applied from the network core to end-user access points, and which allow network operators to scale capacity, increase transmission speeds, allocate traffic efficiently and adapt dynamically to changing end-user service demands.

Our [added: Optical Networking portfolio, which we previously referred to as our] Converged Packet Optical [removed: portfolio] [added: portfolio,] includes products that support long haul and regional networks, submarine and data center interconnect networks, and metro and edge networks.

Our Routing and Switching portfolio includes products and solutions that enable efficient internet protocol (“IP”) transport in next-generation metro [removed: edge,] [added: core, aggregation, and] access [added: networks, including in enterprise edge] and [removed: aggregation networks.][added: broadband access applications.]

Through our Blue Planet® [removed: Software] [added: Software,] we also enable complete service lifecycle management automation with productized operational support systems [removed: (“OSS”)] [added: (“OSS”), which include inventory, orchestration] and [removed: service] assurance solutions that help our customers to achieve closed loop automation across multi-vendor and multi-domain environments.

The [removed: market in] [added: markets into] which we sell [removed: is] [added: are] dynamic and characterized by a high rate of change.

Optical networks – which carry video, data and voice traffic by encoding digital information on multiple wavelengths of light traveling across fiber optic cables – have experienced strong [added: demand for increased bandwidth due to] traffic growth.

[removed: - *Cloud-Based] [added: *•Cloud-Based] Services.* Enterprises and consumers continue to replace locally-housed computing and storage by adopting a broad array of innovative cloud-based models – including Platform as a Service (PaaS), Software as a Service (SaaS) and Infrastructure as a Service (IaaS) – and an expanding range of cloud-based services that host key applications, store data, enable the viewing and downloading of content, and utilize on-demand computing resources.

- *Mobile Traffic and [removed: Applications.*] [added: Fifth-Generation Wireless Broadband (“5G”).*] Traffic from mobile web applications, including video, internet and data services, has expanded with the continued proliferation of smartphones and other wireless devices.

Because much of wireless traffic ultimately travels across a wireline network to reach its destination, growth in mobile communications continues to place [added: higher] demands upon wireline networks, including the backhaul and fronthaul portions of networks emanating from cell sites.

This trend [removed: has been] [added: was] meaningfully accelerated by the COVID-19 pandemic, including due to an increase in remote and hybrid working, distance learning, and work from home arrangements.

Emerging technologies, services and applications are further [removed: impacting] [added: impacting,] or expected to impact network infrastructures, particularly at the edge of networks, where increased computing power and automation are required to meet the quality of experience required by end users.

[removed: Fifth-generation wireless broadband (“5G”)] [added: 5G] technology is [added: further] enabling meaningful increases in bandwidth and performance, and enabling emerging applications and services that 4G/LTE networks cannot support.

To fully capitalize on these opportunities, network operators will need to consider the demands 5G technology will place on their wireline [removed: infrastructures, including through the addition of additional cell sites as part of the network densification efforts that are paving the way for 5G implementation.][added: infrastructures.]

- *Immersive Technologies and Ultra-High Definition Video (“UHD”).* Immersive technologies like virtual reality (“VR”), augmented reality (“AR”), interactive experiences, gaming and 360° video, as well as UHD (4K and 8K) video, are [added: placing or] likely to place further capacity demands on networks as adoption of these technologies grows.

Consumer electronics and other technology companies are rapidly advancing these [removed: applications,which] [added: applications, which] require high bandwidth and low latency, and [added: are] making the associated devices more widely available and affordable to consumers.

To provide end [removed: user’s] [added: users] with the required experience for a growing set of immersive cloud services, network operators have increased, and are expected to continue to increase, the number and capabilities of edge computing locations to allow these latency-sensitive workloads to be processed closer to users.

[added: *•Machine Learning (“ML”) and Artificial Intelligence (“AI”).*] By increasing network intelligence and improving automation, ML and AI can enable improvements in network planning, operations, user experience and trouble resolution.

Adoption of these technologies is expected to continue to increase as the IoT expands and additional services are created, and ML and AI [removed: will] [added: are expected to] serve as drivers of further network traffic and solutions [removed: innovation.][added: innovation, including driving bandwidth needs in industries including manufacturing, research and development, robotics, security, healthcare, and transportation.]

We believe that adoption of these strategies, and the related evolution of core, metro, aggregation and access network infrastructures, will require network operators and their network solutions vendors [removed: to] increasingly [added: to] look to utilize an ecosystem of both physical and virtual network resources, optimized through software.

This commoditized hardware could be used with in-house developed data path and [added: control software or third-party developed network operating software.]

Further, some network operators are pursuing network strategies that emphasize the deployment of smaller form factor, pluggable modem technology, that can be housed in a switch or router [removed: platform,] [added: platform] or used in place of a modem in a traditional optical system.

While the adoption of these approaches has been limited to date, we expect that continued customer consideration of a variety of consumption models will require network operators and vendors alike to assess, and possibly broaden, their offerings and commercial models over time, thereby placing a premium on a vendor’s ability to provide [removed: robust] [added: a range of] network solutions with the maximum amount of flexibility and choice.

*Supply Chain [removed: Constraints*][added: Dynamics*]

In the face of [removed: extraordinary] demand across a range of industries, global supply for certain raw materials and components, including, in particular, semiconductor, integrated [removed: circuits] [added: circuits,] and other electronic components, [removed: has] experienced substantial constraint and disruption in recent [added: prior] periods.

As network traffic and service expansion continue to grow, network operators are looking toward technology innovation [removed: as a means] to help support their business models and prepare for a low carbon future.

[removed: For innovation leaders capable of advancing a development strategy and product roadmap that addresses the network performance and sustainability outcomes sought by network operators, a market] [added: Market] transition to a low carbon future and [removed: the ability to offer] greener technology [removed: offerings] present meaningful opportunities for enhanced competitive [removed: position] [added: positioning] and business [removed: growth.][added: growth for technology innovation leaders capable of advancing a product development strategy that addresses network performance and sustainability outcomes.]

*Extend Innovation Leadership in Core and Optical Networking.* We are focused on using our significant research and development investment capacity to push the pace of innovation in our traditional markets and [added: to] provide leading offerings that leverage our Adaptive Network vision to make our customers’ networks more dynamic through further advances in programmable network platforms, analytics, control and automation.

We [removed: also] continue to innovate, increase the performance of, and enhance the capabilities for our leading [removed: WaveLogic®] [added: WaveLogicTM] coherent modem technology in multiple form factors.

[removed: During] [added: To further advance our strategy, during] the first quarter of fiscal 2023, we [removed: also] acquired Benu Networks, Inc. (“Benu”) and its portfolio of cloud-native software solutions, including a virtual Broadband Network Gateway (“(v)BNG”), which complements and extends our existing portfolio of broadband access solutions.

*Embrace Multiple Consumption Models and* [removed: *Promote Choice.*] [added: *Offer Component Level Solutions.*] We [removed: are offering] [added: offer] a range of networking solutions across different consumption models to drive the evolution of next-generation network infrastructures and to promote choice in our markets.

We have made our coherent [added: optical] technology available in both integrated systems and pluggable form factors that together address a range of technical and economic requirements of network operators.

We are [added: also] pursuing sales opportunities that leverage our WaveLogic technology in the form of high-performance transceivers/modems – the combination of a Ciena-designed optical chipset and [removed: ASIC] [added: application-specific integrated circuit (“ASIC”)] with other key optical components that is sold independently of integrated systems.

By addressing multiple consumption models, [added: including by offering component level solutions to the market,] we seek to secure a larger portion of the world’s optical network wavelengths, expand our addressable market and access new customer verticals and applications.

*Promote Enhanced Software Automation.* To support our [removed: customers] [added: customers’] business needs for rapid service introduction and optimized network operation, we seek to improve network layer automation and programmability by advancing our multi-layer domain controller - MCP software and applications.

[removed: A key part of our strategy is to grow our software business as a portion of our total business] through expanded customer adoption and broader applications, and to gain adoption of recurring and subscription-based models.

- *Generative AI (“Gen-AI”).* In recent periods, Gen-AI platforms have experienced rapid and unprecedented user adoption with a notable array of new offerings entering the market across a diverse set of use cases.

While Gen-AI remains a nascent space and may be subject to further regulation, it presents significant opportunities for businesses and other users to automate tasks, augment creativity, and improve operational efficiency.

Given the Gen-AI adoption trajectory to date, and its potential to be a significant contributor to innovation and productivity, Gen-AI may be a significant stimulant or accelerator of network demand, both inside and outside of the data center, in future periods.

We expect network operators will continue to pursue strategies that better leverage analytics and control capabilities in an effort to achieve closed loop automation.

Though supply conditions have begun to stabilize, in response to this period of constrained supply, governments worldwide have intensified efforts to enhance supply chain resilience, emphasizing the need for robust risk management strategies.

In addition, current dynamics between the United States and China are playing a pivotal role in shaping the global supply chain landscape, and have had an important impact on trade policies, resiliency efforts, and various domestic preference and investment initiatives.

This changing bilateral relationship, which is marked by trade tensions and geopolitical complexities, has prompted both nations to reassess their economic strategies, creating a dynamic environment for many industries.

This situation, characterized by tariffs and technological competition, may introduce reconfiguration of global supply chains and prompt companies to diversify sourcing and manufacturing locations.

Simultaneously, there is a growing emphasis on domestic preference initiatives, as countries seek to bolster their own manufacturing capabilities in an effort to ensure greater economic autonomy.

This evolving landscape presents challenges and opportunities for companies navigating the wide range of resulting regulatory, economic and supply chain management complexities.

Specifically, we intend to bring to market the sixth generation of this technology in our WaveLogic6 Extreme performance-optimized form factor and our WaveLogic6 Nano (“WL6n”) pluggable offering for users that prioritize power and space considerations.

Among other things, during fiscal 2023, we introduced WaveRouter™, a purpose-built coherent metro router designed to converge IP and Optical layers in the metro network.

During the first quarter of fiscal 2023, we also acquired Tibit Communications, Inc. (“Tibit”), a provider of passive optical network (“PON”) technology and solutions, which allowed us to add our microplug Optical Line Terminal (“OLT”) transceiver, which combines PON hardware and software for integration into an Ethernet switch for broadband and other applications, to our portfolio.

A key part of our strategy is to grow our software business as a portion of our total business

*Deliver Innovative Global Services.* Underpinning all aspects of our portfolio is our broad suite of value-added global services that help our customers to build, operate and improve their networks.

We are focused on broadening our advanced services capabilities with offerings to maximize our customers’ network infrastructure investment throughout the network lifecycle, including systems integration, multi-vendor migration, and transformation.

Key to our delivery of strong services offerings is our close collaboration with our customers, which allows us to gain valuable insight into the challenges they face and provide services that meet their desired business outcomes.

*Grow Addressable Market Opportunity by Accessing High-Growth Applications and Customer Segments.* A key part of our strategy is to expand our addressable market opportunity and market reach into complementary and adjacent network applications.

- *Government and Research & Education.* Our government customers include federal, state, and local agencies, as well as large, advanced research and education networks.

*Optical Networking*.

Our O-NID is a purpose-built edge OTN demarcation device that modernizes OTN networks by delivering OTN to the edge in a compact, hardened form factor that is designed to flexibly address a range of applications while reducing cost, space, and power.

The O-NID allows network providers to seamlessly extend the reach of their OTN networks closer to the edge and customer premises where space and power are limited and can efficiently deliver gigabit ethernet (“GbE”)/10GbE services and 10G waves to the customer premises with a solution that simplifies deployments, service turn-up, and management.

*Routing and Switching*.

designs.

Our WaveRouter™ is a purpose-built coherent metro router designed to converge IP and Optical layers in the metro network.

WaveRouter can flexibly scale Wide Area Network (“WAN”) traffic from 6-192T, with the ability to scale up and out, delivering capacity when and where needed.

With optional WaveLogic™ capabilities, WaveRouter can support dense, high-capacity coherent routing and switching metro applications.

Our Routing and Switching portfolio includes our microplug OLT transceiver, combining PON hardware and software, for integration into an Ethernet switch for broadband and other applications.

We added this technology as a result of our acquisition of Tibit in the first quarter of fiscal 2023.

- *Multi-Cloud Orchestration (“MCO”)*.

Operators are deploying a growing number of cloud-based services to meet the needs of their customers.

Blue Planet MCO provides orchestration of Cloud-Native Functions (CNFs), Virtual Network Functions (VNFs) and other cloud-based resources.

MCO uses an open, vendor-agnostic approach that allows network operators to manage the lifecycle of cloud-based resources within and across multiple clouds and cloud providers.

We

continue to broaden our advanced services capabilities with offerings including systems integration, multi-vendor migration, and transformation.

- Extending capacity of our fiber-based broadband access technologies and solutions;

In some cases, where we seek to utilize or gain access to complementary or

Most of the manufacturing for our products is conducted through third-party contract manufacturers.

To enhance operational efficiency and modernize our supply chain operations, while driving long-term sustainability and resilience in the face of dynamic market conditions, we are pursuing a number of digital technology transformation efforts, including advanced analytics, automation, and other digital solutions.

We regularly assess and monitor our supply chain risks, and have implemented various strategies to mitigate these risks and enhance resilience.

Recent and Pending Acquisitions

In the first quarter of fiscal 2023, we entered into a definitive agreement to acquire Tibit Communications, Inc., a provider of passive optical network solutions, and we completed our acquisition of Benu Networks, Inc., a provider of broadband network gateway software.

See Note 28, “Subsequent Events” to to our Consolidated Financial Statements included in Item 8 of Part II of this annual report for additional information.

- *5G*.

*•Machine Learning (“ML”) and Artificial Intelligence (“AI”)*.

We expect network operators will continue to pursue strategies that emphasize one or more of the following:

- *Closed Loop Automation.* Network operators are seeking to reduce network operating costs and better leverage analytics and control capabilities to automate end-to-end service creation and operation.

- *Software-Defined Networking (“SDN”).* SDN seeks to simplify networks to create more open environments that ease management, support automation and quickly deliver services to end users.

SDN enables individual network elements to be directly programmable by standards-based software control.

This results in end-to-end visibility of network flows, and the optimization of traffic paths and the control of data flows through a network.

- *Network Function Virtualization (“NFV”)*.

NFV is the separation of network services or capabilities from the physical network assets that traditionally provide these services or capabilities to end users.

To accelerate the introduction of new services, network operators are increasingly using solutions like NFV, which enables network functions that traditionally would have run on specialized or dedicated hardware to be provided through software that runs on industry-standard servers and network and storage platforms.

control software or third-party developed network operating software.

These conditions are impacting a wide range of industries and, across the networking industry, participants are experiencing component shortages, extended lead times, increased costs, and unexpected cancellation or delay of previously committed supply.

We believe these supply chain challenges and their adverse impact on our industry will continue at least through fiscal 2023 and expect that the extended lead times and elevated supply chain costs experienced by our industry will persist for the reasonably foreseeable future.

It is unclear when the supply environment will become less volatile and what impacts the supply environment will have on the industry in future periods.

To strengthen our optical leadership, during fiscal 2022, we acquired Xelic, Inc. (“Xelic”), a provider and developer of field-programmable gate array (“FPGA”) and application-specific integrated circuit (ASIC) technology and optical networking IP cores.

Among other things, in fiscal 2022, we launched our Residential Broadband Coherent Routing solutions, and we are developing Routing and Switching solutions with enhanced IP/Ethernet capabilities, including packet routing, aggregation and switching, 5G cross-haul, fiber-based passive optical network (“PON”) access, and edge computing.

To advance our strategy and transform the network edge, including in 5G networks and cloud environments, in the first quarter of fiscal 2022, we acquired from AT&T its Vyatta virtual routing and switching technology (“Vyatta”).

During the first quarter of fiscal 2023, we also entered into a definitive agreement to acquire Tibit Communications, Inc., a provider of passive optical network solutions.

- *Government.* Our government customers include federal and state agencies in the United States as well as international governmental entities.

*Converged Packet Optical*.

Our 5400 family of Packet-Optical Platforms consist of multi-terabit reconfigurable switching systems that consolidate the functionality of an add/drop multiplexer and a digital cross-connect into a single, high-capacity intelligent switching system.

These products address both core and metro segments of communications networks and support key managed services, including Ethernet/TDM Private Line and IP services.

They also allow customers to migrate toward software-based networking and services based on NFV.

Our Vyatta virtual routing and switching technology and products were acquired from AT&T in the first quarter of fiscal 2022.

The 8700 Packetwave Platform combines packet switching and coherent WaveLogic dense wavelength division multiplexing (“DWDM”) optical transport technologies for both data center networks and metro networks.

As we achieve further customer

- *NFV Orchestration (“NFVO”)*.

Blue Planet provides NFV management and orchestration capabilities for creating and managing virtualized network functions and data center resources.

NFVO uses an open, vendor-agnostic approach that allows network operators to select and scale virtual network functions (“VNFs”) or cloud-native network functions (“CNFs”) they wish to offer to customers.

We have completed a multi-year transformation process to enhance our service delivery capabilities, reorganizing our resources into regional service delivery and customer success functions to better serve our customers, and streamlining our services cost structure.

At the same time, we have broadened our services portfolio to include additional advanced services, including network migration and network transformation, optimization, and multi-vendor service capabilities.

Through these initiatives, we believe that we can improve the cost model of our services offerings and drive greater business value for our customers.

However, in the face of supply chain challenges experienced in recent periods, including extended lead times, we have placed advance commitments for inventory to mitigate the impact of these supply constraints on our and our customers’ businesses.

We seek to balance these goals through our sourcing and supply chain strategy, outsourcing and use of lower cost geographies.

We also

Like other companies in our industry, we have historically experienced quarterly fluctuations in customer activity due to seasonal considerations.

For a more detailed discussion of the current supply and demand environment and our backlog, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Overview” in Item 7 of Part II of this report.

The information set forth under the heading “Litigation” in [Note [removed: 27](#i6b71725194564f84a4b295286e037078_160)] [added: 27](#ia44f42fa74be4751a2e70420378170d9_160)] to our Consolidated Financial Statements included in Item 8 of Part II of this report, is incorporated herein by reference.

| | | | | | | For the fiscal year ended | | | October [removed: 29, 2022] [added: 28, 2023] | | |

The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately [removed: $8.3] [added: $6.8] billion based on the closing price of the Common Stock on the New York Stock Exchange on April [removed: 29, 2022.][added: 28, 2023.]

The number of shares of registrant’s Common Stock outstanding as of December [removed: 9, 2022] [added: 8, 2023] was [removed: 148,415,009.][added: 144,830,337.]

Part III of the Form 10-K incorporates by reference certain portions of the registrant’s definitive proxy statement for its [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the Commission not later than 120 days after the end of the fiscal year covered by this report.

FOR FISCAL YEAR ENDED OCTOBER [removed: 29, 2022][added: 28, 2023]

| [Item 1. [removed: Business](#i6b71725194564f84a4b295286e037078_13)] [added: Business](#ia44f42fa74be4751a2e70420378170d9_13)] | | | [removed: [5](#i6b71725194564f84a4b295286e037078_13)] [added: [5](#ia44f42fa74be4751a2e70420378170d9_13)] | | |

| [Item 1A. Risk [removed: Factors](#i6b71725194564f84a4b295286e037078_16)] [added: Factors](#ia44f42fa74be4751a2e70420378170d9_16)] | | | [removed: [23](#i6b71725194564f84a4b295286e037078_16)] [added: [23](#ia44f42fa74be4751a2e70420378170d9_16)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i6b71725194564f84a4b295286e037078_19)] [added: Comments](#ia44f42fa74be4751a2e70420378170d9_19)] | | | [removed: [43](#i6b71725194564f84a4b295286e037078_19)] [added: [43](#ia44f42fa74be4751a2e70420378170d9_19)] | | |

| [Item 2. [removed: Properties](#i6b71725194564f84a4b295286e037078_22)] [added: Properties](#ia44f42fa74be4751a2e70420378170d9_22)] | | | [removed: [43](#i6b71725194564f84a4b295286e037078_22)] [added: [43](#ia44f42fa74be4751a2e70420378170d9_22)] | | |

| [Item 3. Legal [removed: Proceedings](#i6b71725194564f84a4b295286e037078_25)] [added: Proceedings](#ia44f42fa74be4751a2e70420378170d9_25)] | | | [removed: [44](#i6b71725194564f84a4b295286e037078_25)] [added: [44](#ia44f42fa74be4751a2e70420378170d9_25)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i6b71725194564f84a4b295286e037078_28)] [added: Disclosures](#ia44f42fa74be4751a2e70420378170d9_28)] | | | [removed: [44](#i6b71725194564f84a4b295286e037078_28)] [added: [44](#ia44f42fa74be4751a2e70420378170d9_28)] | | |

| [Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6b71725194564f84a4b295286e037078_34)] [added: Securities](#ia44f42fa74be4751a2e70420378170d9_34)] | | | [removed: [45](#i6b71725194564f84a4b295286e037078_34)] [added: [45](#ia44f42fa74be4751a2e70420378170d9_34)] | | |

| [Item 6. [removed: \[Reserved\]](#i6b71725194564f84a4b295286e037078_37)] [added: \[Reserved\]](#ia44f42fa74be4751a2e70420378170d9_37)] | | | [removed: [46](#i6b71725194564f84a4b295286e037078_37)] [added: [46](#ia44f42fa74be4751a2e70420378170d9_37)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6b71725194564f84a4b295286e037078_40)] [added: Operations](#ia44f42fa74be4751a2e70420378170d9_40)] | | | [removed: [47](#i6b71725194564f84a4b295286e037078_40)] [added: [47](#ia44f42fa74be4751a2e70420378170d9_40)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#i6b71725194564f84a4b295286e037078_55)] [added: Risk](#ia44f42fa74be4751a2e70420378170d9_55)] | | | [removed: [65](#i6b71725194564f84a4b295286e037078_55)] [added: [64](#ia44f42fa74be4751a2e70420378170d9_55)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i6b71725194564f84a4b295286e037078_58)] [added: Data](#ia44f42fa74be4751a2e70420378170d9_58)] | | | [removed: [66](#i6b71725194564f84a4b295286e037078_58)] [added: [65](#ia44f42fa74be4751a2e70420378170d9_58)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6b71725194564f84a4b295286e037078_172)] [added: Disclosure](#ia44f42fa74be4751a2e70420378170d9_172)] | | | [removed: [112](#i6b71725194564f84a4b295286e037078_172)] [added: [112](#ia44f42fa74be4751a2e70420378170d9_172)] | | |

| [Item 9A. Controls and [removed: Procedures](#i6b71725194564f84a4b295286e037078_175)] [added: Procedures](#ia44f42fa74be4751a2e70420378170d9_175)] | | | [removed: [113](#i6b71725194564f84a4b295286e037078_175)] [added: [113](#ia44f42fa74be4751a2e70420378170d9_175)] | | |

| [Item 9B. Other [removed: Information](#i6b71725194564f84a4b295286e037078_178)] [added: Information](#ia44f42fa74be4751a2e70420378170d9_178)] | | | [removed: [113](#i6b71725194564f84a4b295286e037078_178)] [added: [113](#ia44f42fa74be4751a2e70420378170d9_178)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i6b71725194564f84a4b295286e037078_181)] [added: Inspection](#ia44f42fa74be4751a2e70420378170d9_181)] | | | [removed: [113](#i6b71725194564f84a4b295286e037078_181)] [added: [114](#ia44f42fa74be4751a2e70420378170d9_181)] | | |

| [PART [removed: III](#i6b71725194564f84a4b295286e037078_184)] [added: III](#ia44f42fa74be4751a2e70420378170d9_184)] | | | | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i6b71725194564f84a4b295286e037078_187)] [added: Governance](#ia44f42fa74be4751a2e70420378170d9_187)] | | | [removed: [115](#i6b71725194564f84a4b295286e037078_187)] [added: [115](#ia44f42fa74be4751a2e70420378170d9_187)] | | |

| [Item 11. Executive [removed: Compensation](#i6b71725194564f84a4b295286e037078_190)] [added: Compensation](#ia44f42fa74be4751a2e70420378170d9_190)] | | | [removed: [115](#i6b71725194564f84a4b295286e037078_190)] [added: [115](#ia44f42fa74be4751a2e70420378170d9_190)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6b71725194564f84a4b295286e037078_193)] [added: Matters](#ia44f42fa74be4751a2e70420378170d9_193)] | | | [removed: [115](#i6b71725194564f84a4b295286e037078_193)] [added: [115](#ia44f42fa74be4751a2e70420378170d9_193)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i6b71725194564f84a4b295286e037078_196)] [added: Independence](#ia44f42fa74be4751a2e70420378170d9_196)] | | | [removed: [115](#i6b71725194564f84a4b295286e037078_196)] [added: [115](#ia44f42fa74be4751a2e70420378170d9_196)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#i6b71725194564f84a4b295286e037078_199)] [added: Services](#ia44f42fa74be4751a2e70420378170d9_199)] | | | [removed: [115](#i6b71725194564f84a4b295286e037078_199)] [added: [115](#ia44f42fa74be4751a2e70420378170d9_199)] | | |

| [PART [removed: IV](#i6b71725194564f84a4b295286e037078_202)] [added: IV](#ia44f42fa74be4751a2e70420378170d9_202)] | | | | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#i6b71725194564f84a4b295286e037078_205)] [added: Schedules](#ia44f42fa74be4751a2e70420378170d9_205)] | | | [removed: [116](#i6b71725194564f84a4b295286e037078_205)] [added: [116](#ia44f42fa74be4751a2e70420378170d9_205)] | | |

| [Item 16. Form 10-K [removed: Summary](#i6b71725194564f84a4b295286e037078_208)] [added: Summary](#ia44f42fa74be4751a2e70420378170d9_208)] | | | [removed: [116](#i6b71725194564f84a4b295286e037078_208)] [added: [116](#ia44f42fa74be4751a2e70420378170d9_208)] | | |

| [removed: [Signatures](#i6b71725194564f84a4b295286e037078_211)] [added: [Signatures](#ia44f42fa74be4751a2e70420378170d9_211)] | | | [removed: [117](#i6b71725194564f84a4b295286e037078_211)] [added: [117](#ia44f42fa74be4751a2e70420378170d9_211)] | | |

| [Index to [removed: Exhibits](#i6b71725194564f84a4b295286e037078_214)] [added: Exhibits](#ia44f42fa74be4751a2e70420378170d9_214)] | | | [removed: [118](#i6b71725194564f84a4b295286e037078_214)] [added: [118](#ia44f42fa74be4751a2e70420378170d9_214)] | | |

These statements may relate to, among other things, our competitive landscape; market conditions and growth opportunities; factors impacting our industry and markets, including [added: macroeconomic conditions and] global supply chain constraints; factors impacting the businesses of network [removed: operators and] [added: operators,] their network [removed: architectures;] [added: architectures and their] adoption of next-generation [removed: infrastructures that are more open, programmable and automated;] [added: network infrastructures;] our strategy, including our research and development, supply chain and go-to-market [removed: initiatives; efforts to increase application of our solutions in customer networks] [added: initiatives] and [added: our efforts] to increase the reach of our business into new or growing [added: product,] customer and geographic markets; our [added: order volumes,] backlog and seasonality in our business; expectations for our financial results, revenue, gross margin, operating expense and key operating measures in future periods; the adequacy of our sources of liquidity to satisfy our working capital needs, capital expenditures and other liquidity requirements; [added: cybersecurity events;] business initiatives including information technology (“IT”) [removed: transitions or initiatives; the impact of COVID-19 on our business, financial results] and [removed: operations;] [added: environmental, social and governance (“ESG”) initiatives;] the impact of changes in tax law and our effective tax rates; and market risks associated with financial instruments and foreign currency exchange rates.

- Challenges relating to [removed: current] supply chain [removed: constraints,] [added: dynamics,] including semiconductor components, could adversely impact our growth, gross margins and financial results.

- [removed: We have recently been experiencing unprecedented demand, and our] [added: Our] backlog may not be an accurate indicator of [removed: our] [added: the] level and timing of [added: our] future revenues.

The loss of [added: one or more of] these customers or a significant reduction in their spending could have a material adverse effect on our business and results of operations.

- We face intense competition that could hurt our sales and results of operations, and we expect the competitive landscape in which we operate [added: or intend] to [added: operate to] continue to broaden to include additional solutions providers.

- Our go-to-market activities and the distribution of our [removed: WaveLogic®] [added: WaveLogicTM] coherent modem technology within the market for high-performance transceivers/modems could expose us to increased or new forms of competition, or adversely affect our existing systems business and results of operations.

- If the market for network software does not evolve in the way we anticipate or if customers do not adopt our Blue [removed: Planet] [added: Planet®] Automation Software and Services, we may not be able to monetize these software assets and realize a key part of our business strategy.

- [removed: Product performance problems and undetected errors] [added: Problems] affecting the performance, interoperability, reliability or security of our products could damage our business reputation and negatively affect our results of operations.

- We rely on third-party contract manufacturers, and our business and results of operations may be adversely affected by risks associated with their businesses, financial [removed: condition] [added: condition,] and the geographies in which they operate.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#ia44f42fa74be4751a2e70420378170d9_10) | | | | | |

| [PART II](#ia44f42fa74be4751a2e70420378170d9_31) | | | | | |

- Emerging issues related to the development and use of artificial intelligence (AI) could give rise to legal or regulatory action, damage our reputation or otherwise materially harm of our business.

- Investor and other stakeholder scrutiny related to our environmental, social and governance practices, and our disclosed performance and aspirations for these practices, may increase costs and expose us to numerous risks.

| [PART I](#i6b71725194564f84a4b295286e037078_10) | | | | | |

| [PART II](#i6b71725194564f84a4b295286e037078_31) | | | | | |

- The COVID-19 pandemic has impacted our business and results of operation and could have a material adverse effect on our business, results of operations and financial condition in the future.

- The effects of the United Kingdom’s withdrawal from membership in the European Union remain uncertain.

As of October [removed: 29, 2022,] [added: 28, 2023,] all of our properties are leased, and we do not own any real property.

In addition, we lease various smaller offices in [removed: the United States, Canada, Mexico, South America, Europe, the Middle East and] [added: regions throughout] the [removed: Asia Pacific region] [added: world] to support our sales and services operations.

We entered into an agreement dated November 3, 2011, with W2007 RDG Realty, L.L.C. relating to a 15-year lease of office space for our corporate headquarters in Hanover, Maryland, consisting of an agreed-upon rentable area of approximately [removed: 105,000] [added: 88,000] square feet.

We also lease smaller engineering facilities in the United States, Canada, and Europe.

We also have engineering facilities located in San Jose, California; Alpharetta, Georgia; Quebec, Canada; and Pune and Bangalore, India.

As of December [removed: 9, 2022,] [added: 8, 2023,] there were approximately [removed: 712] [added: 685] holders of record of our common stock and [removed: 148,415,009] [added: 144,830,337] shares of common stock outstanding.

The following table provides a summary of repurchases of our common stock during the fourth quarter of fiscal [removed: 2022:][added: 2023:]

During the fourth quarter of fiscal [removed: 2022,] [added: 2023,] we repurchased [removed: $8.0] [added: $188.8] million of our common stock under the stock repurchase program, and we had [removed: $500.0] [added: $250.0] million remaining under the current repurchase authorization as of October [removed: 29, 2022.][added: 28, 2023.]

See “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations-] [added: Operations–] Liquidity and Capital Resources [removed: -] [added: –] Stock Repurchase Authorization” in Item 7 of Part II of this report and [removed: Notes] [added: Note] 22 to our Consolidated Financial Statements included in Item 8 of Part II of this report for information regarding the stock repurchase programs authorized by our Board of Directors.

The following graph shows a comparison of cumulative total returns for an investment in our common stock, the S&P North American Technology-Multimedia Networking Index and the Russell 1000 from [removed: October 28, 2017] [added: November 2, 2018] to October [removed: 29, 2022.][added: 27, 2023.]

[removed: ][added: Stock Performance Graph.jpg](https://www.sec.gov/Archives/edgar/data/936395/000093639523000044/cien-20231028_g1.jpg)]

Assumes $100 invested in Ciena Corporation, the Russell 1000 and the S&P North American Technology-Multimedia Networking Index, respectively, on [removed: October 28, 2017] [added: November 2, 2018] with all dividends reinvested at month-end.

| July 30, 2023 to August 26, 2023 | | | | | | 841,444 | | | | | | $ | 41.59 | | | | | 841,444 | | | | | | $ | 403,764 | |

| August 27, 2023 to September 23, 2023 | | | | | | 1,147,400 | | | | | | $ | 48.03 | | | | | 1,147,400 | | | | | | $ | 348,650 | |

| September 24, 2023 to October 28, 2023 | | | | | | 2,241,844 | | | | | | $ | 44.00 | | | | | 2,241,844 | | | | | | $ | 250,000 | |

| Total | | | | | | 4,230,688 | | | | | | $ | 44.62 | | | | | 4,230,688 | | | | | | | | |

The program may be modified, suspended, or discontinued at any time.

![Item 5.

| July 31, 2022 to August 27, 2022 | | | | | | 154,247 | | | | | | $ | 51.91 | | | | | 154,247 | | | | | | $ | 500,000 | |

| August 28, 2022 to September 24, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 500,000 | |

| September 25, 2022 to October 29, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 500,000 | |

| Total | | | | | | 154,247 | | | | | | $ | 51.91 | | | | | 154,247 | | | | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i6b71725194564f84a4b295286e037078_61)] [added: Firm](#ia44f42fa74be4751a2e70420378170d9_61)] (PCAOB ID 238) | | | [removed: [67](#i6b71725194564f84a4b295286e037078_61)] [added: [66](#ia44f42fa74be4751a2e70420378170d9_61)] | | |

| [Consolidated Balance [removed: Sheets](#i6b71725194564f84a4b295286e037078_64)] [added: Sheets](#ia44f42fa74be4751a2e70420378170d9_64)] | | | [removed: [69](#i6b71725194564f84a4b295286e037078_64)] [added: [68](#ia44f42fa74be4751a2e70420378170d9_64)] | | |

| [Consolidated Statements of [removed: Operations](#i6b71725194564f84a4b295286e037078_67)] [added: Operations](#ia44f42fa74be4751a2e70420378170d9_67)] | | | [removed: [70](#i6b71725194564f84a4b295286e037078_67)] [added: [69](#ia44f42fa74be4751a2e70420378170d9_67)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i6b71725194564f84a4b295286e037078_70)] [added: Income](#ia44f42fa74be4751a2e70420378170d9_70)] | | | [removed: [71](#i6b71725194564f84a4b295286e037078_70)] [added: [70](#ia44f42fa74be4751a2e70420378170d9_70)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#i6b71725194564f84a4b295286e037078_73)] [added: Equity](#ia44f42fa74be4751a2e70420378170d9_73)] | | | [removed: [72](#i6b71725194564f84a4b295286e037078_73)] [added: [71](#ia44f42fa74be4751a2e70420378170d9_73)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i6b71725194564f84a4b295286e037078_76)] [added: Flows](#ia44f42fa74be4751a2e70420378170d9_76)] | | | [removed: [73](#i6b71725194564f84a4b295286e037078_76)] [added: [72](#ia44f42fa74be4751a2e70420378170d9_76)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i6b71725194564f84a4b295286e037078_79)] [added: Statements](#ia44f42fa74be4751a2e70420378170d9_79)] | | | [removed: [74](#i6b71725194564f84a4b295286e037078_79)] [added: [73](#ia44f42fa74be4751a2e70420378170d9_79)] | | |

| [Note 1: Ciena Corporation and Significant Accounting Policies and [removed: Estimates](#i6b71725194564f84a4b295286e037078_82)] [added: Estimates](#ia44f42fa74be4751a2e70420378170d9_82)] | | | [removed: [74](#i6b71725194564f84a4b295286e037078_82)] [added: [73](#ia44f42fa74be4751a2e70420378170d9_82)] | | |

| [Note 2: [removed: Revenue](#i6b71725194564f84a4b295286e037078_85)] [added: Revenue](#ia44f42fa74be4751a2e70420378170d9_85)] | | | [removed: [83](#i6b71725194564f84a4b295286e037078_85)] [added: [82](#ia44f42fa74be4751a2e70420378170d9_85)] | | |

| [Note 3: Canadian Emergency Wage [removed: Subsidy](#i6b71725194564f84a4b295286e037078_88)] [added: Subsidy](#ia44f42fa74be4751a2e70420378170d9_88)] | | | [removed: [87](#i6b71725194564f84a4b295286e037078_88)] [added: [86](#ia44f42fa74be4751a2e70420378170d9_88)] | | |

| [Note 4: Business [removed: Combinations](#i6b71725194564f84a4b295286e037078_91)] [added: Combinations](#ia44f42fa74be4751a2e70420378170d9_91)] | | | [removed: [88](#i6b71725194564f84a4b295286e037078_91)] [added: [86](#ia44f42fa74be4751a2e70420378170d9_91)] | | |

| [Note 5: Significant Asset Impairment and Restructuring [removed: Costs](#i6b71725194564f84a4b295286e037078_94)] [added: Costs](#ia44f42fa74be4751a2e70420378170d9_94)] | | | [removed: [89](#i6b71725194564f84a4b295286e037078_94)] [added: [88](#ia44f42fa74be4751a2e70420378170d9_94)] | | |

| [Note 6: Interest and Other Income [removed: (Loss)](#i6b71725194564f84a4b295286e037078_97)] [added: (Loss)](#ia44f42fa74be4751a2e70420378170d9_97)] | | | [removed: [90](#i6b71725194564f84a4b295286e037078_97)] [added: [89](#ia44f42fa74be4751a2e70420378170d9_97)] | | |

| [Note 7: Cash Equivalent, Short-Term and Long-Term [removed: Investments](#i6b71725194564f84a4b295286e037078_100)] [added: Investments](#ia44f42fa74be4751a2e70420378170d9_100)] | | | [removed: [91](#i6b71725194564f84a4b295286e037078_100)] [added: [89](#ia44f42fa74be4751a2e70420378170d9_100)] | | |

| [Note 8: Fair Value [removed: Measurements](#i6b71725194564f84a4b295286e037078_103)] [added: Measurements](#ia44f42fa74be4751a2e70420378170d9_103)] | | | [removed: [91](#i6b71725194564f84a4b295286e037078_103)] [added: [90](#ia44f42fa74be4751a2e70420378170d9_103)] | | |

| [Note 9: Accounts [removed: Receivable](#i6b71725194564f84a4b295286e037078_106)] [added: Receivable](#ia44f42fa74be4751a2e70420378170d9_106)] | | | [removed: [93](#i6b71725194564f84a4b295286e037078_106)] [added: [92](#ia44f42fa74be4751a2e70420378170d9_106)] | | |

| [Note 10: [removed: Inventories](#i6b71725194564f84a4b295286e037078_109)] [added: Inventories](#ia44f42fa74be4751a2e70420378170d9_109)] | | | [removed: [94](#i6b71725194564f84a4b295286e037078_109)] [added: [92](#ia44f42fa74be4751a2e70420378170d9_109)] | | |

| [Note 11: Prepaid Expenses and [removed: Other](#i6b71725194564f84a4b295286e037078_112)] [added: Other](#ia44f42fa74be4751a2e70420378170d9_112)] | | | [removed: [94](#i6b71725194564f84a4b295286e037078_112)] [added: [93](#ia44f42fa74be4751a2e70420378170d9_112)] | | |

| [Note 12: Equipment, Building, Furniture and [removed: Fixtures](#i6b71725194564f84a4b295286e037078_115)] [added: Fixtures](#ia44f42fa74be4751a2e70420378170d9_115)] | | | [removed: [95](#i6b71725194564f84a4b295286e037078_115)] [added: [93](#ia44f42fa74be4751a2e70420378170d9_115)] | | |

| [Note 13: Intangible [removed: Assets](#i6b71725194564f84a4b295286e037078_118)] [added: Assets](#ia44f42fa74be4751a2e70420378170d9_118)] | | | [removed: [95](#i6b71725194564f84a4b295286e037078_118)] [added: [93](#ia44f42fa74be4751a2e70420378170d9_118)] | | |

| [Note 14: [removed: Goodwill](#i6b71725194564f84a4b295286e037078_121)] [added: Goodwill](#ia44f42fa74be4751a2e70420378170d9_121)] | | | [removed: [96](#i6b71725194564f84a4b295286e037078_121)] [added: [94](#ia44f42fa74be4751a2e70420378170d9_121)] | | |

| [Note 15: Other Balance Sheet [removed: Details](#i6b71725194564f84a4b295286e037078_124)] [added: Details](#ia44f42fa74be4751a2e70420378170d9_124)] | | | [removed: [96](#i6b71725194564f84a4b295286e037078_124)] [added: [94](#ia44f42fa74be4751a2e70420378170d9_124)] | | |

| [Note 16: Derivative [removed: Instruments](#i6b71725194564f84a4b295286e037078_127)] [added: Instruments](#ia44f42fa74be4751a2e70420378170d9_127)] | | | [removed: [97](#i6b71725194564f84a4b295286e037078_127)] [added: [96](#ia44f42fa74be4751a2e70420378170d9_127)] | | |

| [Note 17: Accumulated Other Comprehensive [removed: Income](#i6b71725194564f84a4b295286e037078_130)] [added: Income](#ia44f42fa74be4751a2e70420378170d9_130)] | | | [removed: [98](#i6b71725194564f84a4b295286e037078_130)] [added: [97](#ia44f42fa74be4751a2e70420378170d9_130)] | | |

| [Note 18: [removed: Leases](#i6b71725194564f84a4b295286e037078_133)] [added: Leases](#ia44f42fa74be4751a2e70420378170d9_133)] | | | [removed: [98](#i6b71725194564f84a4b295286e037078_133)] [added: [97](#ia44f42fa74be4751a2e70420378170d9_133)] | | |

| [Note 19: Short-Term and Long-Term [removed: Debt](#i6b71725194564f84a4b295286e037078_136)] [added: Debt](#ia44f42fa74be4751a2e70420378170d9_136)] | | | [removed: [100](#i6b71725194564f84a4b295286e037078_136)] [added: [99](#ia44f42fa74be4751a2e70420378170d9_136)] | | |

| [Note 20: [removed: ABL] [added: Revolving] Credit [removed: Facility](#i6b71725194564f84a4b295286e037078_139)] [added: Facility](#ia44f42fa74be4751a2e70420378170d9_139)] | | | [removed: [102](#i6b71725194564f84a4b295286e037078_139)] [added: [101](#ia44f42fa74be4751a2e70420378170d9_139)] | | |

| [Note 21: Earnings per Share [removed: Calculation](#i6b71725194564f84a4b295286e037078_142)] [added: Calculation](#ia44f42fa74be4751a2e70420378170d9_142)] | | | [removed: [102](#i6b71725194564f84a4b295286e037078_142)] [added: [102](#ia44f42fa74be4751a2e70420378170d9_142)] | | |

| [Note 22: Stockholders’ [removed: Equity](#i6b71725194564f84a4b295286e037078_145)] [added: Equity](#ia44f42fa74be4751a2e70420378170d9_145)] | | | [removed: [102](#i6b71725194564f84a4b295286e037078_145)] [added: [103](#ia44f42fa74be4751a2e70420378170d9_145)] | | |

| [Note 23: Income [removed: Taxes](#i6b71725194564f84a4b295286e037078_148)] [added: Taxes](#ia44f42fa74be4751a2e70420378170d9_148)] | | | [removed: [103](#i6b71725194564f84a4b295286e037078_148)] [added: [103](#ia44f42fa74be4751a2e70420378170d9_148)] | | |

| [Note 24: Share-Based Compensation [removed: Expense](#i6b71725194564f84a4b295286e037078_151)] [added: Expense](#ia44f42fa74be4751a2e70420378170d9_151)] | | | [removed: [106](#i6b71725194564f84a4b295286e037078_151)] [added: [106](#ia44f42fa74be4751a2e70420378170d9_151)] | | |

| [Note 25: Segment and Entity Wide [removed: Disclosures](#i6b71725194564f84a4b295286e037078_154)] [added: Disclosures](#ia44f42fa74be4751a2e70420378170d9_154)] | | | [removed: [109](#i6b71725194564f84a4b295286e037078_154)] [added: [109](#ia44f42fa74be4751a2e70420378170d9_154)] | | |

| [Note 26: Other Employee Benefit [removed: Plans](#i6b71725194564f84a4b295286e037078_157)] [added: Plans](#ia44f42fa74be4751a2e70420378170d9_157)] | | | [removed: [110](#i6b71725194564f84a4b295286e037078_157)] [added: [111](#ia44f42fa74be4751a2e70420378170d9_157)] | | |

| [Note 27: Commitments and [removed: Contingencies](#i6b71725194564f84a4b295286e037078_160)] [added: Contingencies](#ia44f42fa74be4751a2e70420378170d9_160)] | | | [removed: [111](#i6b71725194564f84a4b295286e037078_160)] [added: [111](#ia44f42fa74be4751a2e70420378170d9_160)] | | |

We have audited the accompanying consolidated balance sheets of Ciena Corporation and its subsidiaries (the “Company”) as of October [removed: 29, 2022] [added: 28, 2023] and October [removed: 30, 2021,] [added: 29, 2022,] and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended October [removed: 29, 2022,] [added: 28, 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of October [removed: 29, 2022,] [added: 28, 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October [removed: 29, 2022] [added: 28, 2023] and October [removed: 30, 2021,] [added: 29, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended October [removed: 29, 2022] [added: 28, 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October [removed: 29, 2022,] [added: 28, 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: A company’s internal control over financial reporting includes those policies and procedures that] (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

As described in Notes 1 and 10 to the consolidated financial statements, the Company’s consolidated inventory balance, net of the allowance for excess and obsolescence, was [removed: $946.7 million] [added: $1.1 billion] as of October [removed: 29, 2022.][added: 28, 2023.]

A company’s internal control over financial reporting includes those policies and procedures that

December 15, 2023

| Net income | | | $ | 254,827 | | | | | $ | 152,902 | | | | | $ | 500,196 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 254,827 | | | | | | 254,827 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | 8,878 | | | | | | — | | | | | | 8,878 | | |

| Repurchases of common stock - repurchase program, net | | | (5,672,123) | | | | | | (57) | | | | | | (251,454) | | | | | | — | | | | | | — | | | | | | (251,511) | | |

| Balance at October 28, 2023 | | | 144,829,938 | | | | | | $ | 1,448 | | | | | $ | 6,262,083 | | | | | $ | (37,767) | | | | | $ | (3,377,403) | | | | | $ | 2,848,361 | |

| Net income | | | $ | 254,827 | | | | | $ | 152,902 | | | | | $ | 500,196 | |

| Loss on extinguishment of debt | | | 1,864 | | | | | | — | | | | | | — | | |

| Other | | | 15,771 | | | | | | 4,120 | | | | | | 14,689 | | |

| Purchases of investments | | | (252,329) | | | | | | (647,526) | | | | | | (170,525) | | |

| Proceeds from sales and maturities of investments | | | 208,104 | | | | | | 702,197 | | | | | | 150,000 | | |

| Proceeds from issuance of term loan, net | | | 497,500 | | | | | | — | | | | | | — | | |

| Proceeds from modification of term loan | | | 830 | | | | | | — | | | | | | — | | |

*Cloud Computing Arrangements*

Ciena capitalizes certain costs related to hosting arrangements that are service contracts (cloud computing arrangements).

Capitalized costs are included in Other long-term assets in the Consolidated Balance Sheets and are amortized on a straight-line basis over the estimated useful life.

Maintenance and

Warranty

Ciena also uses foreign currency forward contracts to minimize the effect of foreign exchange rate movements on is net investments in foreign operations.

Generally, these derivatives have maturities of 24 months or less.

These derivatives are designated as net investment hedges.

In November 2023, the FASB issued ASU No. 2023-07 (“ASU 2023-07”), *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures* to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 on a retrospective basis.

In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), *Income Taxes (Topic 740): Improvement to Income Tax Disclosures* to enhance the transparency and decision usefulness of income tax disclosures.

Early adoption is permitted.

Ciena is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

Effective as of the fourth quarter of fiscal 2023, Ciena renamed its “Converged Packet Optical” product line to “Optical Networking.” This change, affecting only the presentation of such information, was made on a prospective basis and does not impact comparability of previous financial results.

However, references to prior reported “Converged Packet Optical” product line have been changed herein to “Optical Networking.”

| Optical Networking | | | $ | 2,987,245 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,987,245 | |

| Total revenue by product line | | | $ | 3,493,492 | | | | | $ | 303,873 | | | | | $ | 69,170 | | | | | $ | 520,014 | | | | | $ | 4,386,549 | |

| Products and services at a point in time | | | $ | 3,493,492 | | | | | $ | 67,013 | | | | | $ | 21,842 | | | | | $ | 55,036 | | | | | $ | 3,637,383 | |

| Products and services transferred over time | | | — | | | | | | 236,860 | | | | | | 47,328 | | | | | | 464,978 | | | | | | 749,166 | | |

| Total revenue by timing of revenue recognition | | | $ | 3,493,492 | | | | | $ | 303,873 | | | | | $ | 69,170 | | | | | $ | 520,014 | | | | | $ | 4,386,549 | |

| Cloud Provider | | | $ | 561,397 | | | | | n/a | | | | | | n/a | | |

The cloud provider noted in the above table purchased products from each of Ciena’s operating segments, excluding Blue Planet® Automation Software and Services, for each of the periods presented.

This product line also includes SD-Edge software and our microplug Optical Line Terminal (OLT) transceiver, from our recent acquisitions of Benu Networks, Inc. (“Benu”) and Tibit Communications, Inc. (“Tibit”) respectively, during the first quarter of fiscal 2023.

This product line also includes Ciena’s WaveRouterTM product, which was introduced during the second quarter of fiscal 2023, for which there have been no sales to date.

Platform software-related services

*Fiscal 2023 Acquisitions: Benu and Tibit*

| [Note 28: Subsequent Events](#i6b71725194564f84a4b295286e037078_166) | | | [111](#i6b71725194564f84a4b295286e037078_166) | | |

December 16, 2022

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at November 2, 2019 | | | 154,403,850 | | | | | | $ | 1,544 | | | | | $ | 6,837,714 | | | | | $ | (22,084) | | | | | $ | (4,644,413) | | | | | $ | 2,172,761 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 361,291 | | | | | | 361,291 | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | (13,274) | | | | | | — | | | | | | (13,274) | | |

| Repurchases of common stock - repurchase program | | | (1,872,446) | | | | | | (19) | | | | | | (74,516) | | | | | | — | | | | | | — | | | | | | (74,535) | | |

| Other | | | — | | | | | | 14,525 | | | | | | 20,483 | | |

| Purchase of available-for-sale securities | | | (643,971) | | | | | | (172,778) | | | | | | (223,196) | | |

| Proceeds from maturities of available for sale securities | | | 698,642 | | | | | | 152,253 | | | | | | 110,390 | | |

[Table of Conten](#i6b71725194564f84a4b295286e037078_7)[t](#i6b71725194564f84a4b295286e037078_7)[s](#i6b71725194564f84a4b295286e037078_7)

Shipping and handling fees invoiced to

Ciena has not provided for U.S. deferred income taxes on the cumulative unremitted earnings of its non-U.S. affiliates, as it plans to indefinitely reinvest these foreign earnings outside the U.S. As of October 29, 2022, the cumulative amount of such temporary differences for which a deferred tax liability has not been recognized totaled approximately $477.0 million.

If these earnings were distributed to the U.S. in the form of dividends, or otherwise, or if the shares of the relevant foreign subsidiaries were sold or otherwise transferred, Ciena would be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes.

Ciena would also be subject to additional foreign withholding taxes of approximately $33.0 million.

*Newly Issued Accounting Standards - Effective*

In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (“ASU 2016-13”), Financial Instruments - Credit Losses, which requires measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.

Ciena adopted ASU 2016-13 on a modified retrospective basis in the first quarter of fiscal 2021 through a cumulative-effect adjustment at the beginning of the period of adoption and did not restate prior periods.

The standard primarily impacts the value of Ciena’s accounts receivable, net and contract assets for unbilled accounts receivable, net.

Adoption of ASU 2016-13 did not have a material effect on Ciena’s financial position or results of operations.

In December 2019, the FASB issued ASU No. 2019-12 (“ASU 2019-12”), Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general

principles in ASC 740.

The amendments also improve consistent application of and simplify GAAP for other areas of ASC 740 by clarifying and amending existing guidance.

Most amendments within this standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis.

Ciena adopted ASU 2019-12 on a prospective basis in the first quarter of fiscal 2022.

In March 2020, the FASB issued ASU No. 2020-04 (“ASU 2020-04”), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

ASU 2020-04 provides temporary optional guidance on contract modifications and hedging accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates.

In January 2021, the FASB issued ASU 2021-01, which refines the scope of Topic 848 and clarifies some of its guidance as part of the FASB’s monitoring of global reference rate activities.

The new guidance was effective upon issuance, and Ciena is allowed to elect to apply the amendments prospectively through December 31, 2022.

Ciena adopted ASU 2020-04 and ASU 2021-01 on a prospective basis in fiscal 2022.

The adoption of ASU 2020-04 and ASU 2021-01 did not have a material impact on Ciena’s consolidated financial statements and related disclosures.

In November 2021, the FASB issued ASU No. 2021-10 (“ASU 2021-10”), Government Assistance, to increase transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements.

Ciena early adopted ASU 2021-10 during fiscal 2022.

The adoption of ASU 2021-10 did not have a material impact on Ciena’s consolidated financial statements and related disclosures.

| Converged Packet Optical | | | $ | 2,547,647 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,547,647 | |

| Total revenue by product line | | | $ | 2,815,063 | | | | | $ | 197,809 | | | | | $ | 62,632 | | | | | $ | 456,653 | | | | | $ | 3,532,157 | |

| Products and services at a point in time | | | $ | 2,815,063 | | | | | $ | 69,099 | | | | | $ | 19,583 | | | | | $ | 14,363 | | | | | $ | 2,918,108 | |

| Products and services transferred over time | | | — | | | | | | 128,710 | | | | | | 43,049 | | | | | | 442,290 | | | | | | 614,049 | | |

| Total revenue by timing of revenue recognition | | | $ | 2,815,063 | | | | | $ | 197,809 | | | | | $ | 62,632 | | | | | $ | 456,653 | | | | | $ | 3,532,157 | |

Management of Ciena Corporation assessed the effectiveness of the Company’s internal control over financial reporting as of October [removed: 29, 2022.][added: 28, 2023.]

Based on this assessment, management determined that, as of October [removed: 29, 2022,] [added: 28, 2023,] Ciena Corporation maintained effective internal control over financial reporting.

PricewaterhouseCoopers LLP, independent registered public accounting firm, who audited and reported on the consolidated financial statements of Ciena Corporation included in this annual report, has also audited the effectiveness of Ciena Corporation’s internal control over financial reporting as of October [removed: 29, 2022,] [added: 28, 2023,] as stated in its report appearing in Item 8 of Part II of this annual report.

| December 15, 2023 | | | | | | December 15, 2023 | | | | | |

| December 16, 2022 | | | | | | December 16, 2022 | | | | | |

Rule 10b5-1 Trading Arrangements

The following table describes, for the quarter ended October 28, 2023, each trading arrangement for the sale or purchase of our securities adopted, terminated or for which the amount, pricing or timing provisions were modified by our directors and officers

(as defined in Rule 16a-1(f) of the Exchange Act) that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name (Title) | | | Action Taken (Date of Action) | | | Type of Trading Arrangement | | | Nature of Trading Arrangement | | | Duration of Trading Arrangement | | | Aggregate Number of Securities to be Purchased or Sold | | |

| David Rothenstein (Senior Vice President, Chief Strategy Officer and Secretary) | | | Adoption (September 22, 2023) | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until January 14, 2025, or such earlier date upon which all transactions are completed or expire without execution | | | Up to 42,000 shares of common stock | | |

| Scott McFeely (former Senior Vice President, Global Products and Services) | | | Adoption (October 12, 2023) | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until December 31, 2024, or such earlier date upon which all transactions are completed or expire without execution | | | Up to 38,500 shares of common stock | | |

None.

Business—Information About Our [removed: Directors and] Executive [removed: Officers.”][added: Officers and Directors.”]

Additional information responsive to this item concerning our Audit Committee and regarding compliance with Section 16(a) of the Exchange Act is incorporated herein by reference from our definitive proxy statement with respect to our [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K.

Information responsive to this item is incorporated herein by reference from our definitive proxy statement with respect to our [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K.

Information responsive to this item is incorporated herein by reference from our definitive proxy statement with respect to our [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K.

Information responsive to this item is incorporated herein by reference from our definitive proxy statement with respect to our [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K.

Information responsive to this item is incorporated herein by reference from our definitive proxy statement with respect to our [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K.

Pursuant to the requirements of Section 13 or 15(d) 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 on the [removed: 16th] [added: 15th] day of December [removed: 2022.][added: 2023.]

| /s/ Patrick H. Nettles, Ph.D. | | | | | | Executive Chairman of the Board of Directors | | | | | | December [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ Gary B. Smith | | | | | | President, Chief Executive Officer and Director | | | | | | December [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ James E. Moylan, Jr. | | | | | | Sr. Vice President, Finance and Chief Financial Officer | | | | | | December [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ Andrew C. Petrik | | | | | | Vice President, Controller | | | | | | December [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ Hassan M. Ahmed, Ph.D. | | | | | | Director | | | | | | December [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ Bruce L. Claflin | | | | | | Director | | | | | | December [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ Lawton W. Fitt | | | | | | Director | | | | | | December [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ Patrick T. Gallagher | | | | | | Director | | | | | | December [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ Devinder Kumar | | | | | | Director | | | | | | December [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ T. Michael Nevens | | | | | | Director | | | | | | December [removed: 16, 2022] [added: 15, 2023] | | |

| /s/ Joanne B. Olsen | | | | | | Director | | | | | | December [removed: 16, 2022] [added: 15, 2023] | | |

| 3.2 | | | | | | [removed: [Second Amended] [added: [Amended] and Restated Bylaws of Ciena [removed: Corporation](http://www.sec.gov/Archives/edgar/data/936395/000093639517000005/ex31-secondamendedandresta.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/936395/000119312523017784/d455318dex31.htm)] | | | | | | 8-K (001-36250) | | | | | | 3.1 | | | | | | [removed: 1/27/2017] [added: 1/27/2023] | | | | | | | | |

| [removed: 10.3] [added: 10.6] | | | | | | [Form of Employee Restricted Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/936395/000093639520000042/ex103-2017rsuagree201218.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/936395/000093639523000044/ex103-2017planxrsuagreemen.htm)] | | | | | | 10-K (001-36250) | | | | | | 10.3 | | | | | | 12/18/2020 | | | | | | | | |

| [removed: 10.4] [added: 10.5] | | | | | | [Form of [removed: Director Restricted] [added: Market] Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive [removed: Plan*](http://www.sec.gov/Archives/edgar/data/936395/000093639518000048/ex103-formof2017directorrs.htm)] [added: Plan (revised 2023)*](https://www.sec.gov/Archives/edgar/data/936395/000093639523000034/ex103-2017msuagreementq323.htm)] | | | | | | [removed: 10-K] [added: 10-Q] (001-36250) | | | | | | 10.3 | | | | | | [removed: 12/21/2018] [added: 9/6/2023] | | | | | | | | |

| [removed: 10.5] [added: 10.8] | | | | | | [Form of Performance Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan*](https://www.sec.gov/Archives/edgar/data/936395/000093639520000042/ex105-2017psuagree201218.htm) | | | | | | 10-K (001-36250) | | | | | | 10.5 | | | | | | 12/18/2020 | | | | | | | | |

| [removed: 10.6] [added: 10.9] | | | | | | [Form of Market Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan*](https://www.sec.gov/Archives/edgar/data/936395/000093639520000042/ex106-2017msuagree201218.htm) | | | | | | 10-K (001-36250) | | | | | | 10.6 | | | | | | 12/18/2020 | | | | | | | | |

| [removed: 10.7] [added: 10.10] | | | | | | [Form of Employee Restricted Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan (revised 2022)*](https://www.sec.gov/Archives/edgar/data/936395/000093639522000065/ex107-2017planxrsuagreemen.htm) | | | | | | [removed: —] [added: 10-K (001-36250)] | | | | | | [removed: —] [added: 10.7] | | | | | | [removed: —] [added: 12/16/2022] | | | | | | [removed: X] | | |

| [removed: 10.8] [added: 10.11] | | | | | | [Form of Performance Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan (revised 2022)*](https://www.sec.gov/Archives/edgar/data/936395/000093639522000065/ex108-2017planxpsuagreemen.htm) | | | | | | [removed: —] [added: 10-K (001-36250)] | | | | | | [removed: —] [added: 10.8] | | | | | | [removed: —] [added: 12/16/2022] | | | | | | [removed: X] | | |

| [removed: 10.9] [added: 10.12] | | | | | | [Form of Market Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan (revised 2022)*](https://www.sec.gov/Archives/edgar/data/936395/000093639522000065/ex109-2017msuagreement2022.htm) | | | | | | [removed: —] [added: 10-K (001-36250)] | | | | | | [removed: —] [added: 10.9] | | | | | | [removed: —] [added: 12/16/2022] | | | | | | [removed: X] | | |

| [removed: 10.10] [added: 10.13] | | | | | | [Ciena Corporation 2008 Omnibus Incentive Plan*](http://www.sec.gov/Archives/edgar/data/936395/000095013308001294/w51425exv10w1.htm) | | | | | | 8-K (000-21969) | | | | | | 10.1 | | | | | | 3/27/2008 | | | | | | | | |

| [removed: 10.11] [added: 10.14] | | | | | | [Amendment (No. 1) to Ciena Corporation 2008 Omnibus Incentive Plan dated April 14, 2010*](http://www.sec.gov/Archives/edgar/data/936395/000095012310035220/w78099exv10w1.htm) | | | | | | 8-K (000-21969) | | | | | | 10.1 | | | | | | 4/15/2010 | | | | | | | | |

| [removed: 10.12] [added: 10.15] | | | | | | [Amendment (No. 2) to Ciena Corporation 2008 Omnibus Incentive Plan dated March 21, 2012*](http://www.sec.gov/Archives/edgar/data/936395/000093639512000034/a101-amendmentto2008omnibu.htm) | | | | | | 8-K (000-21969) | | | | | | 10.1 | | | | | | 3/23/2012 | | | | | | | | |

| [removed: 10.13] [added: 10.16] | | | | | | [Amendment (No. 3) to Ciena Corporation 2008 Omnibus Incentive Plan dated April 10, 2014*](http://www.sec.gov/Archives/edgar/data/936395/000093639514000040/a2014043010qex101.htm) | | | | | | 10-Q (001-36250) | | | | | | 10.1 | | | | | | 6/11/2014 | | | | | | | | |

| [removed: 10.14] [added: 10.17] | | | | | | [Amendment (No. 4) to Ciena Corporation 2008 Omnibus Incentive Plan dated March 24, 2016*](http://www.sec.gov/Archives/edgar/data/936395/000093639516000104/ex102-amendmentno4tocienac.htm) | | | | | | 10-Q (001-36250) | | | | | | 10.2 | | | | | | 6/8/2016 | | | | | | | | |

| [removed: 10.15] [added: 10.24] | | | | | | [Form of [removed: Ciena Corporation 2008 Omnibus Incentive Plan] Restricted Stock Unit [added: Award] Agreement [removed: (Employee)*](http://www.sec.gov/Archives/edgar/data/936395/000093639511000009/exhibit1018formof2008omnib.htm)] [added: for directors under Ciena Corporation 2000 Equity Incentive Plan*](http://www.sec.gov/Archives/edgar/data/936395/000095013305004933/w14323exv10w5.htm)] | | | | | | [removed: 10-K] [added: 8-K] (000-21969) | | | | | | [removed: 10.18] [added: 10.5] | | | | | | [removed: 12/22/2011] [added: 11/4/2005] | | | | | | | | |

| [removed: 10.16] [added: 10.3] | | | | | | [Form of [added: Employee Restricted Stock Unit Agreement for] Ciena Corporation [removed: 2008] [added: 2017] Omnibus Incentive Plan [removed: Restricted Stock Unit Agreement (Director)*](http://www.sec.gov/Archives/edgar/data/936395/000095012309011397/w74336exv10w3.htm)] [added: (revised 2023)*](https://www.sec.gov/Archives/edgar/data/936395/000093639523000044/ex103-2017planxrsuagreemen.htm)] | | | | | | [removed: 10-Q (000-21969)] [added: —] | | | | | | [removed: 10.3] [added: —] | | | | | | [removed: 6/4/2009] [added: X] | | | | | | | | |

| [removed: 10.18] [added: 10.4] | | | | | | [removed: [Ciena Corporation Amended and Restated Employee] [added: [Form of Performance] Stock [removed: Purchase] [added: Unit Agreement for Ciena Corporation 2017 Omnibus Incentive] Plan [removed: Enrollment Form*](http://www.sec.gov/Archives/edgar/data/936395/000093639517000038/ex102-2017esppintlenrollme.htm)] [added: (revised 2023)*](https://www.sec.gov/Archives/edgar/data/936395/000093639523000034/ex102-2017planxpsuagreemen.htm)] | | | | | | 10-Q (001-36250) | | | | | | 10.2 | | | | | | [removed: 6/7/2017] [added: 9/6/2023] | | | | | | | | |

| [removed: 10.19] [added: 10.22] | | | | | | [Cyan, Inc. [removed: 2006 Stock Plan*](http://www.sec.gov/Archives/edgar/data/1391636/000119312513142288/d439911dex1021.htm)] [added: 2013 Equity Incentive Plan*](http://www.sec.gov/Archives/edgar/data/1391636/000119312513142288/d439911dex1031.htm)] | | | | | | S-1 (333-187732) | | | | | | [removed: 10.2.1] [added: 10.3.1] | | | | | | 4/4/2013 | | | | | | | | |

| [removed: 10.21] [added: 10.23] | | | | | | [Ciena Corporation 2000 Equity Incentive Plan (Amended and Restated ONI Systems Corp. 2000 Equity Incentive Plan)*](http://www.sec.gov/Archives/edgar/data/936395/000095013303004259/w92366exv10w37.htm) | | | | | | 10-K (000-21969) | | | | | | 10.37 | | | | | | 12/11/2003 | | | | | | | | |

| [removed: 10.23] [added: 10.25] | | | | | | [Ciena Corporation Amended and Restated Incentive Bonus Plan, as amended [removed: February 23, 2021*](https://www.sec.gov/Archives/edgar/data/936395/000093639521000010/ex101-210223incbonusplanam.htm)] [added: August 22, 2023*](https://www.sec.gov/Archives/edgar/data/936395/000093639523000034/ex104cienaincentivebonuspl.htm)] | | | | | | 10-Q (000-36250) | | | | | | [removed: 10.1] [added: 10.4] | | | | | | [removed: 3/10/2021] [added: 9/26/2023] | | | | | | | | |

| [removed: 10.24] [added: 10.26] | | | | | | [Ciena Corporation U.S. Executive Severance Benefit Plan*](http://www.sec.gov/Archives/edgar/data/936395/000095012311057860/w82122exv10w1.htm) | | | | | | 10-Q (000-21969) | | | | | | 10.1 | | | | | | 6/9/2011 | | | | | | | | |

| [removed: 10.25] [added: 10.27] | | | | | | [Form of Indemnification Agreement with Directors and Executive Officers*](http://www.sec.gov/Archives/edgar/data/936395/000095013306001014/w18125exv10w1.htm) | | | | | | 10-Q (000-21969) | | | | | | 10.1 | | | | | | 3/3/2006 | | | | | | | | |

| [removed: 10.26] [added: 10.28] | | | | | | [Change in Control Severance Agreement dated November 30, 2019, between Ciena Corporation and Gary B. Smith*](https://www.sec.gov/Archives/edgar/data/936395/000093639519000056/ex10262019cicoagreegbs.htm) | | | | | | 10-K (000-36250) | | | | | | 10.23 | | | | | | 12/20/2019 | | | | | | | | |

| [removed: 10.27] [added: 10.29] | | | | | | [Change in Control Severance Agreement dated November 30, 2019, between Ciena Corporation and Executive Officers*](https://www.sec.gov/Archives/edgar/data/936395/000093639519000056/ex10272019cicoagreeexe.htm) | | | | | | 10-K (000-36250) | | | | | | 10.24 | | | | | | 12/20/2019 | | | | | | | | |

| [removed: 10.28] [added: 10.30] | | | | | | [Lease Agreement by and between Ciena Canada, Inc. and Innovation Blvd. II Limited dated as of October 23, 2014++](http://www.sec.gov/Archives/edgar/data/936395/000093639514000063/a2014103110kex1036leaseagr.htm) | | | | | | 10-K (001-36250) | | | | | | 10.36 | | | | | | 12/19/2014 | | | | | | | | |

| [removed: 10.29] [added: 10.31] | | | | | | [Amendment No. 1 to the Lease Agreement dated October 23, 2014, between Ciena Canada, Inc. and Innovations Blvd II Limited, dated April 15, 2015](http://www.sec.gov/Archives/edgar/data/936395/000093639515000032/ex103ciena5050innovationbl.htm) | | | | | | 8-K (001-36250) | | | | | | 10.3 | | | | | | 6/3/2015 | | | | | | | | |

| [removed: 10.30] [added: 10.32] | | | | | | [Lease Agreement between Ciena Canada, Inc. and Innovation Blvd. II Limited, dated April 15, 2015](http://www.sec.gov/Archives/edgar/data/936395/000093639515000032/ex10420150415ottawalease.htm) | | | | | | 8-K (001-36250) | | | | | | 10.4 | | | | | | 6/3/2015 | | | | | | | | |

| [removed: 10.31] [added: 10.33] | | | | | | [Lease Agreement dated November 3, 2011 between Ciena Corporation and W2007 RDG Realty, L.L.C.++](http://www.sec.gov/Archives/edgar/data/936395/000093639511000009/exhibit1034leaseagreement.htm) | | | | | | 10-K (000-21969) | | | | | | 10.34 | | | | | | 12/22/2011 | | | | | | | | |

| [removed: 10.32] [added: 10.34] | | | | | | [removed: [ABL Credit] [added: [Incremental Amendment] Agreement, dated October [removed: 28, 2019,] [added: 24, 2023,] by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena [removed: Canada,] [added: Communications International, LLC, Blue Planet Software,] Inc., Bank of America, N.A., as administrative agent, and the lenders party [removed: thereto++](http://www.sec.gov/Archives/edgar/data/936395/000119312519280501/d826714dex101.htm)] [added: thereto.++](https://www.sec.gov/Archives/edgar/data/936395/000119312523263172/d912624dex101.htm)] | | | | | | 8-K (001-36250) | | | | | | 10.1 | | | | | | [removed: 10/31/2019] [added: 10/25/2023] | | | | | | | | |

| /s/ Mary G. Puma | | | | | | Director | | | | | | December 15, 2023 | | |

| Mary G. Puma | | | | | | | | | | | | | | |

| 10.7 | | | | | | [Form of Director Restricted Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan*](https://www.sec.gov/Archives/edgar/data/936395/000093639523000027/ex102-2017planxrsuagreemen.htm) | | | | | | 10-Q (001-36250) | | | | | | 10.2 | | | | | | 6/7/2023 | | | | | | | | |

| 97.1 | | | | | | [Ciena Corporation Executive Compensation Clawback Policy](https://www.sec.gov/Archives/edgar/data/936395/000093639523000044/ex971-clawbackpolicy.htm) | | | | | | — | | | | | | — | | | | | | — | | | | | | X | | |

| /s/ Judith M. O’Brien | | | | | | Director | | | | | | December 16, 2022 | | |

| Judith M. O’Brien | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.17 | | | | | | [Amended and Restated Ciena Corporation Employee Stock Purchase Plan*](https://www.sec.gov/Archives/edgar/data/0000936395/000093639521000015/amendedandrestatedesppplan.htm) | | | | | | 8-K (001-36250) | | | | | | 10.1 | | | | | | 4/6/2021 | | | | | | | | |

| 10.20 | | | | | | [Cyan, Inc. 2013 Equity Incentive Plan*](http://www.sec.gov/Archives/edgar/data/1391636/000119312513142288/d439911dex1031.htm) | | | | | | S-1 (333-187732) | | | | | | 10.3.1 | | | | | | 4/4/2013 | | | | | | | | |

| 10.22 | | | | | | [Form of Restricted Stock Unit Award Agreement for directors under Ciena Corporation 2000 Equity Incentive Plan*](http://www.sec.gov/Archives/edgar/data/936395/000095013305004933/w14323exv10w5.htm) | | | | | | 8-K (000-21969) | | | | | | 10.5 | | | | | | 11/4/2005 | | | | | | | | |

| 10.39 | | | | | | [First Amendment to Credit Agreement, dated July 15, 2014 and First Amendment to Certain Pledge Agreements (U.S. Pledge Agreement, dated July 15, 2014 and Canadian Pledge Agreement, dated December 12, 2014), dated April 15, 2015++](http://www.sec.gov/Archives/edgar/data/936395/000093639515000032/ex101firstamendtocreditagr.htm) | | | | | | 8-K (001-36250) | | | | | | 10.1 | | | | | | 6/3/2015 | | | | | | | | |

| 10.41 | | | | | | [Third Amendment to Credit Agreement, dated July 15, 2015, by and among Ciena Corporation, the lenders party thereto, and Bank of America, N.A., as Administrative Agent., dated June 29, 2017++](http://www.sec.gov/Archives/edgar/data/936395/000093639517000051/ex103thirdamendmenttocredi.htm) | | | | | | 10-Q (001-36250) | | | | | | 10.3 | | | | | | 9/7/2017 | | | | | | | | |

| 10.43 | | | | | | [Omnibus Refinancing Amendment to Credit Agreement (dated as of July 15, 2014, as amended), Security Agreement, and Pledge Agreement, dated as of January 30, 2017, by and among Ciena Corporation, as borrower, Ciena Communications, Inc. and Ciena Government Solutions, Inc., as guarantors, Bank of America, N.A. as administrative agent, and the lenders party thereto](http://www.sec.gov/Archives/edgar/data/936395/000093639517000020/ex101-tlbrefinancingamendc.htm) | | | | | | 10-Q (001-36250) | | | | | | 10.1 | | | | | | 3/8/2017 | | | | | | | | |

| 10.44 | | | | | | [Increase Joinder and Refinancing Amendment to Credit Agreement, dated September 28, 2018, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., Bank of America, N.A., as administrative agent, and the lenders party thereto++](http://www.sec.gov/Archives/edgar/data/936395/000119312518289772/d621084dex101.htm) | | | | | | 8-K (001-36520) | | | | | | 10.1 | | | | | | 10/1/2018 | | | | | | | | |

| 10.45 | | | | | | [Refinancing Amendment to Credit Agreement, dated January 23, 2020, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena Communications International, LLC, Blue Planet Software, Inc., Bank of America, N.A., as administrative agent, and the lenders party thereto.++](http://www.sec.gov/Archives/edgar/data/936395/000119312520017079/d862341dex101.htm) | | | | | | 8-K (001-36520) | | | | | | 10.1 | | | | | | 1/28/2020 | | | | | | | | |

| 10.47 | | | | | | [Term Loan Security Agreement, dated July 15, 2014, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., and Bank of America, N.A., as Collateral Agent++](http://www.sec.gov/Archives/edgar/data/936395/000093639514000051/ex107securityagreement1.htm) | | | | | | 10-Q (001-36250) | | | | | | 10.7 | | | | | | 9/9/2014 | | | | | | | | |

| 10.48 | | | | | | [Omnibus Amendment to Security Agreement and Pledge Agreement, dated September 28, 2018, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., and Bank of America, N.A., as Administrative Agent++](http://www.sec.gov/Archives/edgar/data/936395/000093639518000048/ex1056omnibusamendtosecuri.htm) | | | | | | 10-K (001-36250) | | | | | | 10.56 | | | | | | 12/21/2018 | | | | | | | | |

| 10.49 | | | | | | [Term Loan Pledge Agreement, dated July 15, 2014, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., and Bank of America, N.A., as Pledgee++](http://www.sec.gov/Archives/edgar/data/936395/000093639514000051/ex108pledgeagreement.htm) | | | | | | 10-Q (001-36250) | | | | | | 10.8 | | | | | | 9/9/2014 | | | | | | | | |

| 10.50 | | | | | | [Guaranty Supplement dated as of April 19, 2019, by Ciena Communications International, LLC, in favor of Bank of America, N.A., as Administrative Agent++](http://www.sec.gov/Archives/edgar/data/936395/000093639519000021/ex103-cienaxguarantysu.htm) | | | | | | 10-Q (001-36250) | | | | | | 10.3 | | | | | | 6/12/2019 | | | | | | | | |

| 10.51 | | | | | | [Guaranty Supplement dated as of April 19, 2019, by Blue Planet Software, Inc., in favor of Bank of America, N.A., as Administrative Agent++](http://www.sec.gov/Archives/edgar/data/936395/000093639519000021/ex104-cienaxguarantysu.htm) | | | | | | 10-Q (001-36250) | | | | | | 10.4 | | | | | | 6/12/2019 | | | | | | | | |

| 10.53 | | | | | | [ASR Agreement, dated December 13, 2021, by and between Ciena Corporation and Goldman Sachs & Co. LLC](https://www.sec.gov/Archives/edgar/data/936395/000119312521356718/d249941dex101.htm) | | | | | | 8-K (001-36250) | | | | | | 10.1 | | | | | | 12/14/2021 | | | | | | | | |