Ciena (CIEN) 10-K risk factor changes: FY2024 vs FY2023

In addition to the other information contained in this [added: annual] report, you should consider the following risk factors before investing in our securities.

[removed: However, our] [added: Customer] order volumes began to moderate in the fourth quarter of fiscal 2022, and we [removed: continued to experience orders that are] [added: experienced order levels] below revenue during fiscal [removed: 2023.][added: 2023 and the first half of fiscal 2024 and, as a result, our backlog decreased.]

[removed: While we expect order volumes to normalize over time, we] [added: We] expect our backlog to continue to reduce in fiscal [removed: 2024.][added: 2025.]

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

[removed: Our] [added: Our] revenue, gross margin, and [added: operating] results [removed: of operations] can fluctuate significantly [removed: and unpredictably] from quarter to [removed: quarter.][added: quarter and, if we are not able to secure order growth, our revenue may not reach the levels we anticipate.]

Our budgeted expense levels are based on our [added: intent to invest to maintain or increase our technology advantage, our] visibility into customer spending [removed: plans] [added: plans,] and our projections of future revenue and gross margin.

During fiscal 2022, however, we generated a significant backlog of customer [removed: orders, and through the first half] [added: orders as a result] of [added: supply chain constraints and, during] fiscal 2023, our revenue [removed: was more significantly impacted by availability of supply, as well] [added: grew] as [removed: customer delivery deferrals] [added: we consumed a significant portion] of [removed: existing] [added: this] backlog.

[removed: Specifically,] [added: In addition,] during fiscal [removed: 2023,] [added: 2023 and fiscal 2024,] certain customers, including communications service providers and cable and multiservice operators in North America, [removed: and cloud providers,] that had earlier placed significant advanced orders, rescheduled deliveries for [added: or cancelled] a portion of such [removed: orders, to address their capital budget and capacity to absorb such inventory operationally.][added: orders.]

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

- our incurrence of start-up costs, including lower margin phases of projects required to support initial deployments, [added: to] gain new [removed: customers] [added: customers,] or [added: to] enter new markets;

- long- and short-term changing behaviors or customer needs that impact demand for our products and [removed: services] [added: services,] or the products and services of our customers;

- factors beyond our control such as natural disasters, climate change, acts of war or terrorism, and public health emergencies, such as [added: epidemics and pandemics like] the COVID-19 pandemic;

- [added: any potential] seasonal effects in our business.

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

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

It is unclear when the supply environment will fully [removed: stabilize] [added: stabilize,] and [removed: what impacts it] [added: there can be no assurance that we] will [removed: have on our business and results of operations] [added: not experience similar supply challenges or constraints] in future periods.

[removed: This volatility has adversely] [added: These challenges have] affected, and could [removed: further] [added: adversely] affect, component availability, lead times and cost, which can adversely impact our revenue and have an impact on customer purchasing decisions.

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

A significant portion of our revenue is concentrated among a small number of [added: communications service provider and cloud provider] customers.

For example, our ten largest customers contributed [removed: 53.7%] [added: 57.9%] of our revenue for fiscal [removed: 2023] [added: 2024] and [removed: 56.3%] [added: 53.7%] of our revenue for fiscal [removed: 2022.][added: 2023.]

[removed: For example, a] [added: A] cloud provider customer accounted for approximately [removed: 12.8%] [added: 13.3%] of our [added: total] revenue for fiscal [removed: 2023, AT&T accounted for approximately 10.6%] [added: 2024 and 12.8%] of our [added: total] revenue for fiscal [removed: 2023] [added: 2023,] and [removed: 11.9%] [added: AT&T accounted for approximately 11.8%] of our [added: total] revenue for fiscal [removed: 2022,] [added: 2024] and [removed: Verizon accounted for approximately 11.1%] [added: 10.6%] of our [added: total] revenue for fiscal [removed: 2022.][added: 2023.]

During fiscal [removed: 2023,] [added: 2024,] four cloud providers were among our top ten customers.

Our business and results of operations could be materially adversely impacted by the loss of a large customer within or outside of these customer segments as well as by reductions in spending or capital expenditure budgets, changes in network deployment [removed: plans] [added: plans,] or changes in consumption models for acquiring networking solutions by our largest customers.

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

These dynamics have in the past had an adverse effect on network spending levels by certain of our largest [removed: service provider customers.][added: customers and they could materially adversely affect our business and results of operations.]

[removed: Competition is] [added: We face] intense [added: global competition] on a global basis, as we and our competitors aggressively seek to capture market share and displace incumbent equipment vendors.

Consolidation in our industry may result in competitors with greater resources, pricing flexibility, or other [removed: synergies, which may provide them with a] competitive [removed: advantage.][added: benefits.]

- the ability to meet business needs and drive successful [removed: outcomes;][added: outcomes, including meeting customer delivery time requirements;]

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

We expect the competition in our industry to continue to broaden and to intensify, [added: particularly] as we [removed: invest in complementary technologies or adjacent] [added: seek to expand our addressable] market opportunities, and as network operators pursue a diverse range of network [removed: strategies] [added: strategies, sourcing practices] and consumption models.

An increase in [removed: competitive intensity,] the [removed: adoption of new consumption models, our entry into new markets] [added: breadth] or [removed: the entry] [added: intensity] of [removed: new competitors into our markets] [added: competition we face] may adversely impact our business and results of operations.

[removed: Investment of research and development resources in communications networking technologies for which there is not an adequate market demand, or] [added: Our] failure to invest [removed: sufficiently or timely] in [added: the right] technologies [removed: for which there is high market demand, would] [added: or to get an adequate return on such research and development investment could] adversely affect our revenue and profitability.

We continually invest in research and development to sustain or enhance our [removed: existing hardware and software] solutions and to develop or acquire new [removed: technologies including new software platforms.][added: technologies.]

There is often a lengthy period between commencing these development initiatives and bringing [removed: new or improved] solutions to market.

Accordingly, there is no guarantee that our new products or [added: product] enhancements [removed: to other solutions] will achieve market acceptance or that the timing of market adoption will be as predicted.

Changes in market demand or investment priorities may also cause us to discontinue [removed: existing or planned] development for new products or features, which can have a disruptive effect on our relationships with customers.

In addition, failure to [removed: develop, on a cost-effective basis,] [added: develop new,] innovative [removed: new or enhanced] solutions that are attractive to customers and profitable to us could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We have no guaranteed purchases and regularly must re-win business [removed: for] [added: with] existing customers.

[removed: As such,] [added: Accordingly,] there is no assurance that [added: we will maintain] our incumbency [removed: will be maintained at] [added: with] any given customer or that our revenue levels from a customer in a particular period can be achieved in future periods.

If we are unable to adapt our business [added: and solutions offerings] to the [added: evolving] consumption models [removed: for networking solutions adopted by] [added: of] our [removed: customers and to offer attractive solutions across these consumption models,] [added: customers,] our [removed: business,] competitive position and results of operations could be adversely affected.

Our future revenue growth will depend, in part, on securing increased orders, particularly book to revenue orders.

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guidance, long-term financial targets or the expectations of financial analysts or investors, which may cause volatility or decreases in our stock price.

We face intense competition that could impact our sales and results of operations.

We expect our competitive landscape to continue to broaden as we seek to expand our addressable market and solutions portfolio.

Moreover, acquisition activity among our competitors and peers has increased.

For example, in 2024 Nokia announced its proposed acquisition of Infinera.

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For example, we recorded charges for excess and obsolete inventory of $77.3 million, $29.5 million and $16.2 million in fiscal 2024, 2023 and 2022, respectively, primarily related to a decrease in the forecasted demand for certain Networking Platforms products primarily sold to communications service providers.

As we introduce technologies that enable us to enter into new markets, we may experience difficulty monetizing these new solutions and be exposed to increased or new forms of competition.

A key part of our strategy is to expand our addressable market into complementary and adjacent network applications by investing in new technologies, including solutions related to data center, PON, routing and switching, and automation software and services.

As we do so, we expect to compete more directly with a broader range of suppliers, including IP router vendors, component vendors, software vendors, and integrators of networking technology.We have a limited history in commercializing and selling these solutions and the market and competitive landscape for them is dynamic, and it is difficult to predict important

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trends, including the potential growth, if any, of certain of these markets.

If market conditions or our forecasts for our

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The introduction of new and complex technologies, such as AI, can also increase security risks and the risk of defects.

- write-offs of inventory or property;

- regulatory enforcement penalties or settlements;

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For example, in 2023 the U.S. government issued an executive order on safe, secure and trustworthy AI, and the EU’s Artificial Intelligence Act, which establishes EU-wide rules on data quality, transparency, human oversight and accountability with respect to the use of AI, was enacted in August 2024.

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In addition, the conflict between Israel and groups based in surrounding regions, and related regional impacts have resulted in damage to submarine cables in the Red Sea and disruption of networks using those cables, which could impact future projects by our customers in this region.

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- the impact of commercial or contractual disputes on our relationships with or the performance of our manufacturing partners;

In addition, a range of physical and transitional risks related to climate change in the regions in which our contract manufacturers operate could have short-term or long-term adverse impacts on our business.

Physical impacts could include severe weather events occurring more frequently or with more intensity, or changing weather patterns.

This could impact the cost and availability of raw materials and other product inputs, disrupt our supply chain operations, manufacturing and distribution of our products, result in facilities closures, repairs or retrofitting, that could have an adverse impact on our business, operating results, and financial condition.

The process of qualifying a new contract manufacturer and commencing volume production is complex and time-consuming, and such transitions can be disruptive and costly.

There can be no assurance that such transitions would not result in significant business disruption, including shipment delays or inability to meet our customer requirements that impact our revenue.

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policy interests of the United States, imposing significant new restrictions on export, reexport and transfer of U.S. regulated technologies and products to Huawei.

We rely on these partners for certain installation, maintenance and support functions and may increasingly use them for an expanding range of design, construction, integration and operation of networks, to address customer requirements.

These liabilities could exceed the commitments, if any, made to us by our technology partners.

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Our business may be materially adversely affected if legislative or administrative changes to immigration or visa laws and regulations impair our hiring processes or projects involving personnel who are not citizens of the country where the work is to be performed.

For example, potential changes in U.S. immigration policy and regulations, including potential changes following the recent U.S. federal elections, such as the implementation of restrictive interpretations by the U.S. Citizenship and Immigration Services of

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Our backlog may not be an accurate indicator of the level and timing of our future revenues.

As a result of order volumes growth in prior periods, driven by supply chain constraints and longer delivery lead times, our backlog grew from $1.2 billion at the end of fiscal 2020 to $4.2 billion at the end of fiscal 2022.

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.

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.

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

Generally, our customers may cancel, delay 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.

Backlog also includes certain service obligations that may relate to a multi-year support period.

As a result, backlog should not necessarily be viewed as an accurate indicator of future revenue for any particular period.

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

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

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.

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.

Historically, our largest customers by revenue have principally consisted of large communications service providers.

There have been significant horizontal and vertical consolidation activities by communications service providers and cable 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 high levels of debt taken on as a result of such transactions.

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

Several of these, including AT&T, have announced various initiatives that seek to modify how they purchase networking infrastructure or reduce capital expenditures on network infrastructure in future periods that may adversely affect our results of operations.

Our business and results of operations could be materially adversely affected by these factors and other market, industry or competitive dynamics adversely impacting our customers.

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

We face an intense competitive market for sales of communications networking equipment, software and services.

In addition, to drive scale and market share gains and meet the intense investment capacity required to keep pace with technology innovation, acquisition activity among vendors of networking solutions has increased.

Certain of our customers are adopting procurement strategies that seek to purchase a broader set of networking solutions from two or more vendors.

As these customers move to dual or multiple vendor strategies and add new vendors, we may lose our status as sole or primary vendor.

Part of our strategy is to leverage our technology leadership and to aggressively capture additional market share and displace competitors, particularly with communications service providers internationally.

In an effort to maintain our incumbency or to secure new customer opportunities, we have in the past, and may in the future, agree to aggressive pricing, commercial concessions and other unfavorable terms that result in low or negative gross margins on a particular order or group of orders.

Competition can also result in onerous commercial and legal terms and conditions that place a disproportionate amount of risk on us.

As these changes occur, we expect that our business will compete more directly with additional networking

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

In addition, as we seek increased customer adoption of our Blue Planet Automation Software and Services, and as network operator demands for programmability, automation and analytics increase, we expect to compete more directly with software vendors and IT vendors or integrators of these solutions.

We may also face competition from system and component vendors, including those in our supply chain, that develop networking products based on off-the-shelf or commoditized hardware technology, referred to as “white box” hardware, and as we pursue additional methods to bring the enabling technologies in our networking platforms to market.

We believe that network operators will continue to consider a variety of different consumption models.

Many of these approaches are in their very early stages of development and evaluation, and the types of models and their levels of adoption will depend in significant part on the nature of the circumstances and strategies of particular network operators.

Among our customers, AT&T, certain cloud providers and others are pursuing network strategies that emphasize enhanced software programmability, management and control of networks, and deployment of “white box” hardware.

Adoption of a range of consumption models may also alter and broaden our competitive landscape to include other technology vendors, including routing vendors, component vendors and IT software vendors.

Our go-to-market activities and the distribution of our WaveLogic coherent technology within the market for high-performance transceivers/modems could expose us to increased or new forms of competition, or adversely affect our systems business and results of operation.

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.

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

A key part of our business strategy is to increase customer adoption of our Blue Planet Automation Software.

We have a limited history in commercializing and selling these software solutions and we continue to build out the capability of our Blue Planet portfolio.

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

Our portfolio is designed to enable the Adaptive [removed: Network,] [added: 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 is informed by [added: network] analytics and intelligence.

Our solutions include Networking Platforms, including our Optical Networking [added: 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 [removed: efficiently] [added: efficiently,] and adapt dynamically to changing end-user service demands.

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

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

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

We believe some portion of these orders reflected customer acceleration of future orders due to [removed: lengthened] [added: long] lead times [removed: or] [added: during] the [removed: implementation of security of] [added: constrained] supply [removed: strategies] [added: environment of that period, as well as orders that were delayed due] to [removed: address] the [removed: supply constraints described below.][added: dynamics of the COVID-19 pandemic.]

[removed: However, over the longer term, we] continue to believe that certain trends and shifts in business and consumer [removed: behaviors, including enterprise and consumer cloud network adoption, 5G, high-definition video, generative AI, and network operator focus on resilience] [added: behaviors] and [removed: automation, represent positive, long-term] [added: the] drivers of [added: bandwidth] demand [added: described above under “Market Opportunity] and [added: Investment in Technology Innovation” represent long-term] opportunities for our business.

The market [removed: in] [added: into] which we sell our communications networking solutions is dynamic and characterized by a high rate of change, including rapid growth in bandwidth demand and network traffic, the proliferation of cloud-based services and new approaches, or “consumption models,” for designing and procuring networking solutions.

[removed: Many] [added: While drivers of bandwidth growth and] network [removed: operators] [added: evolution remain strong, many of our service provider customers] are under pressure to constrain their capital expenditure budgets, [removed: as they] [added: and their businesses] cannot grow their network spending at the rate of bandwidth growth.

Our [removed: Adaptive Network vision and our] business strategy to capitalize on these [removed: changing] market dynamics [added: and investment opportunities also] include the initiatives set forth in the “Strategy” section of the description of our business in Item 1 of Part I of this annual report.

See Note [removed: 4] [added: 3] to our Consolidated Financial Statements included in Item 8 of Part II of this [added: annual] report for more information [removed: on] [added: regarding] these [removed: acquisitions.][added: transactions.]

[removed: See] [added: For more information, see] Note [removed: 19] [added: 18] to our Consolidated Financial Statements included in Item 8 of Part II of this [removed: report for more information on our term loans.][added: annual report.]

We [removed: intend to] [added: principally] 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.

[removed: See] [added: For more information on our acquisitions, see] Note [removed: 20] [added: 3] to our Consolidated Financial Statements included in Item 8 of Part II of this [removed: report for more information on our revolving credit facilities.][added: annual report.]

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

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

Our backlog was [removed: $2.6] [added: $2.1] billion as of [removed: October 28, 2023,] [added: November 2, 2024,] as compared to [removed: $4.2] [added: $2.6] billion as of October [removed: 29, 2022.][added: 28, 2023.]

Backlog includes product and service orders from commercial and government customers [removed: combined, and our significant annual growth reflects the demand dynamics described above.][added: combined.]

Backlog at [removed: October 28, 2023] [added: November 2, 2024] includes approximately [removed: $336.2] [added: $352.5] million primarily related to orders for products and [removed: maintenance and support] services that are not expected to be filled or performed within fiscal [removed: 2024.][added: 2025.]

A discussion regarding our financial condition and results of operations for fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022] [added: 2023] is presented below.

A discussion of fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021] [added: 2022] can be found under Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended October [removed: 29, 2022,] [added: 28, 2023,] filed with the SEC on December [removed: 16, 2022,] [added: 15, 2023,] which is available free of charge on the SEC’s website at www.sec.gov and our Investor Relations website at investor.ciena.com.

See Notes 2 and [removed: 25] [added: 24] to our Consolidated Financial Statements included in Item 8 of Part II of this annual report for more information on our segment reporting.

Fiscal [removed: 2023] [added: 2024] Compared to Fiscal [removed: 2022][added: 2023]

[removed: *Currency] [added: *Revenue and Currency] Fluctuations*

[removed: During] [added: In addition, during] fiscal [removed: 2023,] [added: 2024,] approximately [removed: 14.9%] [added: 14.3%] of our revenue was non-U.S. Dollar denominated, primarily including sales in Euros, [removed: Canadian Dollars] [added: Indian Rupees] and [removed: British Pounds.][added: Canadian Dollars.]

During fiscal [removed: 2023,] [added: 2024] as compared to fiscal [removed: 2022,] [added: 2023,] the U.S. Dollar primarily strengthened against these and other [removed: currencies.][added: currencies with minimal impact as compared to fiscal 2023.]

| | | | [removed: 2023] [added: 2024] | | | | | | %* | | | | | | [removed: 2022] [added: 2023] | | | | | | %* | | | | | | Increase (decrease) | | | | | | % | | |

| Platform Software and Services | | | [removed: 303,873] [added: 358,062] | | | | | | [removed: *6.9*] [added: *8.9*] | | | | | | [removed: 277,191] [added: 303,873] | | | | | | [removed: *7.6*] [added: *6.9*] | | | | | | [removed: 26,682] [added: 54,189] | | | | | | [removed: *9.6*] [added: *17.8*] | | |

| Blue Planet Automation Software and Services | | | [removed: 69,170] [added: 77,619] | | | | | | [removed: *1.6*] [added: *2.0*] | | | | | | [removed: 76,567] [added: 69,170] | | | | | | [removed: *2.1*] [added: *1.6*] | | | | | | [removed: (7,397)] [added: 8,449] | | | | | | [removed: *(9.7)*] [added: *12.2*] | | |

| Maintenance Support and Training | | | [removed: 288,334] [added: 303,086] | | | | | | [removed: *6.6*] [added: *7.5*] | | | | | | [removed: 292,375] [added: 288,334] | | | | | | [removed: *8.1*] [added: *6.6*] | | | | | | [removed: (4,041)] [added: 14,752] | | | | | | [removed: *(1.4)*] [added: *5.1*] | | |

| Consulting and Network Design | | | [removed: 50,729] [added: 49,775] | | | | | | *1.2* | | | | | | [removed: 50,715] [added: 50,729] | | | | | | [removed: *1.4*] [added: *1.2*] | | | | | | [removed: 14] [added: (954)] | | | | | | [removed: *—*] [added: *(1.9)*] | | |

| | | | Denotes % change from [removed: 2022 to] 2023 [added: to 2024] | | |

- Networking Platforms segment revenue [removed: increased] [added: decreased] by [removed: $715.1] [added: $451.4] million, reflecting product line sales [removed: increases] [added: decreases] of [removed: $607.3] [added: $344.7] million of our Optical Networking products and [removed: $107.8] [added: $106.7] million of our Routing and Switching products.

[removed: ◦Optical] [added: Our Optical] Networking [removed: sales increased,] [added: revenue] primarily [removed: reflecting] [added: reflects a] sales [removed: increases of $374.3 million] [added: decrease] of [removed: our 6500 RLS products, primarily to cloud providers, and $131.3] [added: $248.7] million of our 6500 Packet-Optical Platform, primarily to communications service [removed: providers and] [added: providers,] enterprise customers, [added: cable] and [removed: a sales increase of $101.9 million of our Waveserver® modular interconnect system, primarily to] [added: multiservice operators, and] cloud providers.

[removed: ◦Routing] [added: Routing] and Switching [added: product line] sales [removed: increased,] primarily [removed: reflecting] [added: reflect] a sales [removed: increase] [added: decrease] of [removed: $81.1] [added: $83.9] million of our 3000 and 5000 families of service delivery and aggregation [removed: switches, including initial sales of our microplug OLT transceivers that are integrated in our aggregation] switches [removed: or sold on a stand-alone basis, primarily] to communications service providers, cable and multiservice [removed: operators] [added: operators,] and enterprise customers.

- [removed: Platform] [added: Blue Planet Automation] Software and [removed: Services segment] [added: Services segment] revenue increased by [removed: $26.7] [added: $8.4] million, [added: primarily] reflecting a sales increase of [removed: $45.8] [added: $11.4] million in [added: professional] software [removed: maintenance services,] [added: services primarily for our BPI and ROA platforms partially] offset by a [added: sales] decrease of [removed: $19.1] [added: $2.9] million in [removed: sales of] software platforms.

- [removed: Global] [added: Global] Services segment revenue increased by [removed: $19.5] [added: $17.2] million, primarily reflecting [removed: a] sales [removed: increase] [added: increases] of [removed: $23.5] [added: $14.8] million of our [removed: installation] [added: maintenance support] and [removed: deployment service, partially offset by a decrease of $4.0] [added: training and $3.4] million of our [removed: maintenance support] [added: installation] and [removed: training.][added: deployment services.]

Our operating segments engage in business and operations across three geographic regions: [removed: the United States, Canada, the Caribbean and Latin America (“Americas”); Europe, Middle East and Africa (“EMEA”); and Asia Pacific, Japan] [added: Americas, EMEA,] and [removed: India (“APAC”).][added: APAC.]

The [removed: increase] [added: decrease] in our Americas region revenue for fiscal [removed: 2023] [added: 2024] was primarily driven by [removed: increased] [added: decreased] sales in [added: Canada and] the United States.

We are a network technology company, providing hardware, software, and services to a wide range of network operators and enabling enhanced network capacity, service delivery, and automation.

Our solutions support network traffic across a wide range of applications, including cloud, video, data, AI, and voice.

Market Opportunity and Investment in Technology Innovation

Drivers of increased bandwidth demand include enterprise and consumer cloud network adoption, generative AI, 5G, high-definition video, and network operator focus on resilience and automation.

We believe that our investment capacity and our efforts to push the pace of innovation are important competitive differentiators in our markets.

Keeping pace with the market’s demand for technology innovation requires considerable research and development investment capacity and expenditures, and research and development spending represented 19.1% of our operating expenses in fiscal 2024.

During fiscal 2024, we invested $767.5 million in research and development activities, an increase of 2.3% compared to fiscal 2023.

In particular, in an effort to capture certain market opportunities created by the impact of AI on networks, in fiscal 2024 we continued to innovate, increase the performance of, and enhance the capabilities for our leading WaveLogic coherent modem technology in multiple form factors.

Through this innovation we seek to extend our leadership in our core business and leverage this to expand our addressable market into complementary and adjacent network applications, including inside and around the data center.

Fluctuation in Order Volumes and Impact on Fiscal 2024 Revenue

These order volumes resulted in significant revenue growth in fiscal 2023.

Our order volumes began to moderate in the fourth quarter of fiscal 2022, and we experienced order levels below revenue during fiscal 2023 and the first half of fiscal 2024, particularly from our communications service provider customers.

We believe this was, in part, due to communications service providers in North America working through relatively high levels of inventory previously acquired, which was made more difficult due to challenges installing and deploying equipment.

In addition, in certain international geographies, we believe that caution driven by macroeconomic concerns and market-specific issues contributed to lower-than-expected order volumes from communications service providers during fiscal 2024.

As a result of these dynamics, our revenue for fiscal 2024 was lower than our revenue in fiscal 2023.

Notwithstanding these recent dynamics and their impact on fiscal 2024 revenue, we

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The timing of our fulfillment of backlog could cause some volatility in our results of operations.

Stock Repurchase Program

On October 2, 2024, we announced that our Board of Directors authorized a program to repurchase up to $1.0 billion of our common stock, commencing in fiscal 2025 and continuing through the end of fiscal 2027.

Authorized purchases contemplated under our prior stock repurchase program, which was authorized in fiscal 2022, were completed in fiscal 2024.

As a result of the factors impacting order volumes described under “Overview” above, our revenue declined by 8.5% in fiscal 2024 as compared to fiscal 2023.

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| Optical Networking | | | $ | 2,642,563 | | | | | *65.8* | | | | | | $ | 2,987,245 | | | | | *68.1* | | | | | | $ | (344,682) | | | | | *(11.5)* | | |

| Routing and Switching | | | 399,492 | | | | | | *10.0* | | | | | | 506,247 | | | | | | *11.5* | | | | | | (106,755) | | | | | | *(21.1)* | | |

| Total Networking Platforms | | | 3,042,055 | | | | | | *75.8* | | | | | | 3,493,492 | | | | | | *79.6* | | | | | | (451,437) | | | | | | *(12.9)* | | |

| Installation and Deployment | | | 184,358 | | | | | | *4.6* | | | | | | 180,951 | | | | | | *4.1* | | | | | | 3,407 | | | | | | *1.9* | | |

| Total Global Services | | | 537,219 | | | | | | *13.3* | | | | | | 520,014 | | | | | | *11.9* | | | | | | 17,205 | | | | | | *3.3* | | |

| Consolidated revenue | | | $ | 4,014,955 | | | | | *100.0* | | | | | | $ | 4,386,549 | | | | | *100.0* | | | | | | $ | (371,594) | | | | | *(8.5)* | | |

◦Optical Networking sales decreased, primarily reflecting sales decreases of $470.3 million of our 6500

Packet-Optical Platform primarily to communications service providers, enterprise customers, cable and multiservice operators, and cloud providers, and $17.2 million of our 5400 family of Packet-Optical Platforms primarily to communications service providers.

These sales decreases were partially offset by sales increases of $63.1 million primarily of our coherent pluggable transceivers, primarily to cloud providers, $45.2 million of our 6500 RLS products primarily to communications service providers, cable and multiservice operators and cloud providers, and $35.8 million of our Waveserver® products primarily to communications service providers, partially offset by sales decreases to enterprise customers and cloud providers.

◦Routing and Switching sales decreased, primarily reflecting sales decreases of $103.8 million of our 3000 and 5000 families of service delivery and aggregation switches primarily to communications service providers, cable and multiservice operators, and enterprise customers, $8.9 million of our 8700 Packetwave Platform, primarily to communications service providers and enterprise customers, $5.4 million of our virtualization software, primarily to communications service providers partially offset by increased sales to enterprise customers, and $4.3 million of our passive optical network (PON) products, primarily to communications service providers.

These sales decreases were partially offset by sales increases of $8.7 million of our platform independent software, primarily to communications service providers and cloud providers, $4.8 million of our WaveRouter products, primarily to communications service providers, and $3.6 million of our 8100 Coherent IP networking platforms, primarily to enterprise customers and cloud providers.

- Platform Software and Services segment revenue increased by $54.2 million, reflecting sales increases of $32.3 million in sales of software platforms and $21.9 million in sales of our software maintenance services, both primarily for our Navigator NCS software platform.

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| Americas | | | $ | 2,951,915 | | | | | *73.5* | | | | | | $ | 3,110,347 | | | | | *70.9* | | | | | | $ | (158,432) | | | | | *(5.1)* | | |

| EMEA | | | 648,870 | | | | | | *16.2* | | | | | | 643,142 | | | | | | *14.7* | | | | | | 5,728 | | | | | | *0.9* | | |

| APAC | | | 414,170 | | | | | | *10.3* | | | | | | 633,060 | | | | | | *14.4* | | | | | | (218,890) | | | | | | *(34.6)* | | |

| Total | | | $ | 4,014,955 | | | | | *100.0* | | | | | | $ | 4,386,549 | | | | | *100.0* | | | | | | $ | (371,594) | | | | | *(8.5)* | | |

We are a network platform, software, and 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, software, and services that support the delivery of video, data, and voice traffic over core, metro, aggregation, and access communications networks.

Order Volumes

Our quarterly order volumes during this period significantly exceeded our revenue and historical order volumes, with concentration of orders among certain existing cloud provider and North America-based service provider customers.

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.

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.

Our backlog grew from $1.2 billion at the end of fiscal 2020 to $4.2 billion at the end of fiscal 2022.

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.

As a result of these and other factors, the timing of our fulfillment of backlog 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.

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.

Supply Chain Constraints

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

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.

During the second half of fiscal 2023, lead times, costs, and predictability of supply for semiconductors, integrated circuits, and other electronic components began to stabilize and the majority of our suppliers have been able to deliver by their promised, though extended, lead times.

However, we expect that extended lead times for components and elevated component costs will persist at least through the first half of fiscal 2024.

Supply constrained conditions have impacted our revenue and will continue to impact our costs of goods sold in the near term and our ability to continue 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.

To mitigate the impact of these supply conditions on our business and customers, we have placed and continue to place advanced orders for inventory and have been accumulating components.

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

As a result of this strategy, our inventory increased from $374.3 million at the end of fiscal 2021 to $1.1 billion at the end of fiscal 2023.

Together with increased costs of supply, these mitigation strategies have impacted, and we expect them to continue to impact, our result of operations and cash from operations.

Market Opportunity

Emerging services and applications, including 5G mobile communications, fiber-based access networks and the Internet of Things, are further impacting or expected to impact wireline network infrastructures, particularly at the edge of networks, where increased capacity, computing power and automation are required to provide the quality of experience demanded by end users.

Other network operators are pursuing a diverse range of consumption models in their design and procurement of network infrastructure solutions.

Strategic and Financial Initiatives

*Acquisitions.* On November 17, 2022, we acquired Benu 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.

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

See Notes [removed: 7] [added: 6] and [removed: 8] [added: 7] to our Consolidated Financial Statements included in Item 8 of Part II of this annual report for information relating to investments and fair value.

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: $2.3] [added: $2.7] 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 on our 2030 New Term [removed: Loan] [added: Loan,] if such loan were not hedged using floating-to-fixed rate interest rate swaps.

See Note [removed: 16] [added: 15] to our Consolidated Financial Statements included in Item 8 of Part II of this annual report.

As such, a 100 basis point (1.0%) increase in the [removed: SOFR] [added: Secured Overnight Financing Rate (“SOFR”)] rate as of our most recent SOFR rate setting would increase our annualized interest expense by approximately [removed: $4.7] [added: $4.6] million on the unhedged portion of our 2030 New Term Loan as recognized in our Consolidated Financial Statements.

See Notes [removed: 16] [added: 15] and [removed: 19] [added: 18] to our Consolidated Financial Statements included in Item 8 of Part II of this annual report for information relating to our 2030 New Term Loan.

Because we sell globally, some of our sales transactions and revenue are non-U.S. Dollar denominated, with the Euro, [added: Indian Rupee, and] Canadian Dollar [removed: and British Pound] being our most significant foreign currency revenue exposures.

During fiscal [removed: 2023,] [added: 2024,] approximately [removed: 14.9%] [added: 14.3%] of revenue was non-U.S. Dollar denominated.

During fiscal [removed: 2023] [added: 2024] as compared to fiscal [removed: 2022,] [added: 2023,] the U.S. Dollar primarily strengthened against a number of foreign [removed: currencies.][added: currencies with minimal impact as compared to fiscal 2023.]

During fiscal [removed: 2023,] [added: 2024,] approximately [removed: 49.4%] [added: 48.7%] of our operating expense was non-U.S. Dollar denominated.

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

During fiscal [removed: 2023,] [added: 2024,] we recorded [removed: $0.4] [added: $11.7] million in foreign currency exchange 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 [removed: income (loss),] [added: income,] net on our Consolidated Statements of Operations.

These forwards are not designated as hedges for accounting purposes, and any net gain or loss associated with these derivatives is reported in interest and other [removed: income (loss),] [added: income,] net.

During fiscal [removed: 2023,] [added: 2024,] we recorded [removed: losses] [added: gains] on non-hedge designated foreign currency forward contracts of [removed: $3.9] [added: $1.4] million.

See Notes 1, [removed: 6] [added: 5] and [removed: 16] [added: 15] to our Consolidated Financial Statements included in Item 8 of Part II of this annual report.

During fiscal 2024 as compared to fiscal 2023, the U.S. Dollar fluctuated against a number of foreign currencies with minimal impact as compared to fiscal 2023.

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Consequently, our revenue reported in U.S. Dollars was adversely impacted by approximately $4.7 million or 0.1%.

As it relates to costs of goods sold, employee-related and facilities costs associated with certain manufacturing-related operations in Canada represent our primary exposure to foreign currency exchange risk.

During fiscal 2023 as compared to fiscal 2022, the U.S. Dollar primarily strengthened against these and other currencies.

Consequently, our operating expense reported in U.S. Dollars decreased by approximately $23.3 million, or 1.5%, net of hedging impact.

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

By [removed: transforming] [added: using our] network [added: solutions to transform network] infrastructures into dynamic, programmable environments driven by automation and analytics, [added: we believe] network operators can realize greater business agility, adapt dynamically to changing end-user service demands, [removed: and] rapidly introduce new revenue-generating [removed: services.][added: services, and scale networks to meet increased traffic demands.]

[removed: They can] [added: Our solutions are] also [added: designed to enable network operators to] gain 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 Optical Networking portfolio and our Routing and Switching 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 [removed: efficiently] [added: efficiently,] and adapt dynamically to changing end-user service demands.

Our Optical Networking [removed: portfolio, which we previously referred to as our Converged Packet Optical 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 [removed: internet protocol] [added: Internet Protocol] (“IP”) transport in next-generation metro core, aggregation, and access networks, including [removed: in enterprise edge] [added: converged IP, optical,] and [added: fiber-based] broadband access applications.

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

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

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

These include network transformation, consulting, implementation, systems integration, maintenance, network operations center [removed: (“NOC”)] [added: (NOC)] management, learning, and optimization services.

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

This network traffic growth is being driven by a diverse set of communications services that often require on-demand service levels by enterprise and consumer end users, as well as cloud-based [added: and AI] services and applications:

*•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 [removed: (SaaS)] [added: (“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.

In addition, content is increasingly moving to the network edge, creating [removed: new] capacity and traffic demands closer to the user.

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

5G technology is further enabling meaningful increases in bandwidth and [removed: performance,] [added: 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 [added: that] 5G technology will place on their wireline infrastructures.

[removed: - *Residential Access Applications and Enterprise Applications.*] In recent years there has been a shift in bandwidth demands, traffic [removed: patterns] [added: patterns,] and computing functions to the edge of [removed: networks.][added: networks, including due to increases in remote and hybrid working and distance learning.]

With a higher percentage of data flows concentrating closer to the network edge, more capacity and higher bandwidth to home and enterprise locations [removed: is] [added: are] required.

- *Fiber-Based Access [removed: Networks*.][added: Networks - Residential and Enterprise*.]

Network densification initiatives by cable and multiservice operators seek to push more digital fiber closer to the end user in an effort to increase potential bandwidth, computing capability and data speeds to homes and enterprises, while decreasing power, [removed: space] [added: space,] and operating costs.

Emerging technologies, [removed: services] [added: services,] and applications are further impacting, or [added: are] expected to [removed: impact] [added: 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: These] [added: Examples of these] include:

These connections allow sharing of data that can be monitored and analyzed, including in smart grid applications, health care and safety monitoring, resource and [removed: inventory management, home entertainment, consumer appliances, connected transportation and other M2M data applications.]

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

These changes at the edge of networks may affect network topologies, [removed: demands] [added: demands,] and traffic patterns.

*•Machine Learning (“ML”) and [removed: Artificial Intelligence (“AI”).*] [added: AI.*] By [removed: increasing] [added: enhancing] network intelligence and [removed: 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 are expected to [added: continue to] serve as drivers of further network traffic and solutions innovation, including driving bandwidth [removed: needs] [added: demands] in [removed: industries] [added: various industries,] including manufacturing, research and development, robotics, security, healthcare, and transportation.

[removed: While] Gen-AI [removed: 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 [removed: may] [added: has been and will likely continue in future periods to] be a significant stimulant or accelerator of network demand, both inside and outside of the data [removed: center, in future periods.][added: center.]

We believe that increased adoption of these technologies, services, and applications and their performance requirements will further increase network traffic and place additional service challenges on network [removed: infrastructures, requiring network operators to invest in their metro, access and aggregation networks, as well as their core networks.][added: infrastructures.]

[removed: We] [added: As a result, we] expect [added: that] network operators will continue to pursue strategies that better leverage [removed: analytics] [added: AI, automation, consulting services, analytics,] and [added: software] control capabilities in an effort to achieve [removed: closed loop automation.][added: this transformation.]

We believe that adoption of these [removed: strategies,] [added: network transformation strategies around OSS] and [added: BSS, and] the related evolution of core, metro, aggregation and access network infrastructures, will require network operators and their network solutions vendors increasingly to look to utilize an ecosystem of [removed: both] [added: cloud-native software, consulting and delivery services, and software-optimized and controlled] physical and virtual network [removed: resources, optimized through software.][added: resources.]

[removed: 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 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 [removed: time, thereby placing a premium on a vendor’s ability to provide a range of network solutions with the maximum amount of flexibility and choice.][added: time.]

*Supply Chain [added: and Demand Environment] Dynamics*

[removed: Though supply conditions have begun to stabilize, in response to this period of constrained supply,] [added: In response,] governments [added: and some of our network operator customers] worldwide have intensified efforts to enhance supply chain resilience, emphasizing the need for robust risk management strategies.

[removed: In addition, current] [added: 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 [removed: situation,] [added: environment,] characterized by tariffs and technological competition, may introduce reconfiguration of global supply chains and prompt companies to diversify sourcing and manufacturing locations.

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

We are a network technology company, providing hardware, software, and services to a wide range of network operators and enabling enhanced network capacity, service delivery, and automation.

Our solutions support network traffic across a wide range of applications, including cloud, video, data, artificial intelligence (“AI”), and voice.

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In addition, a growing number of governments around the world are investing in rolling out access networks to underserved communities as part of an effort to bridge the digital divide.

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inventory management, home entertainment, consumer appliances, connected transportation and other M2M data applications.

We also believe that, in turn, network operators will be required to invest in their metro, access, and aggregation networks, as well as their core networks.

*Demand for Network Transformation*

In the face of intense competition and disruptive business models, communications service providers globally are engaging in large network transformation efforts that aim to simplify and reduce operational costs and create agile, software-driven platforms from which to develop new revenue-generating services.

As part of these efforts, providers are reimagining legacy processes and software in their business support systems (“BSS”) and operations support systems (“OSS”) and redefining how they want these software platforms to interact with network infrastructure.

The goal of these initiatives is to enhance customer loyalty, create a more digital experience for their end users, reduce operational complexity and costs, and introduce greater service agility.

We expect that service providers will also pursue closed loop automation between their software operations platforms and network infrastructure.

Driven by the need to add capacity quickly and by restrictions in some jurisdictions on fiber ownership, some cloud providers are using managed optical fiber networks (“MOFN”) through which they lease lit fiber pairs from advanced optical networks owned by communications service providers in order to expand their reach and better serve their end users.

In addition, some network operators are pursuing network strategies that emphasize the deployment of smaller form factor,

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

We expect this dynamic will place a premium on a vendor’s ability to provide a range of network solutions with the maximum amount of flexibility and choice.

Though supply conditions have stabilized from their highest levels of disruption, they have yet to return to conditions experienced in the period prior to the COVID-19 pandemic.

During the most difficult periods of supply constraint, companies across many industries, including those of our end customers, deployed risk mitigation strategies to ensure continued operations.

The strategies employed by some of our customers included increases in advance orders of networking equipment.

With the stabilizing supply chain environment experienced in recent periods, customers’ strategies have shifted, resulting in their need to digest their excess inventory of networking equipment purchased during that period, which led to a period of lower demand for equipment.

The United States and various foreign governments have established certain trade and tariff requirements, and from time to time the U.S. government has indicated a willingness to revise, renegotiate, or terminate various existing multilateral trade agreements and to impose new taxes and restrictions on certain goods imported into the United States.

In addition, the incoming U.S. administration has announced an intent to impose additional tariffs, including on all imports from China, Mexico, and Canada.

Our strategy is to leverage our optical technology leadership to drive the profitable growth of our business and to expand our addressable market into complementary and adjacent network applications, in particular with respect to opportunities to apply coherent technologies inside and around the data center.

The key pillars of our strategy are set forth below:

In addition, to capture opportunities to expand our market inside and around the data center, we intend to invest in photonic line systems and coherent pluggables for data center application.

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

We are also pursuing opportunities with different go-to-market models for our passive optical network (“PON”) technology, such as our microplug Optical Line Terminal (“OLT”) transceiver, including through sales to network equipment manufacturers.

We also offer our Navigator NCS multi-layer domain controller software, which operationalizes converged IP optical platforms.

We are investing in broadband solutions, including innovative PON transmission technology, to intersect with public funding opportunities to bring broadband connectivity to underserved communities.

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 build a strong automation business through the delivery of flexible, modular, and targeted automation solutions.

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

Our Routing and Switching portfolio includes our fiber-based broadband access solutions.

Our 3800 family of ONUs support fiber-based PON broadband access service delivery to residential or enterprise locations.

- *Navigator NCS*.

Navigator NCS uses Generative AI applications and analytics to allow customers to adopt AI operations approaches in their management of their networks.

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

We believe digital transformation is critical for service providers to reduce the cost and complexity of their OSS, to reduce customizations, and to help them monetize their networks by automating service delivery across multiple vendors and domains.

Through its comprehensive inventory of network services, devices, and virtual functions, BPI allows for observation of AI, analytics, assurance and other critical technologies in designing, planning, and operating a network.

It also advances network operators towards

We are a network platform, software, and 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, software and services that support the delivery of video, data and voice traffic over core, metro, aggregation and access communications networks.

This trend 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.

These shifts could be permanent, and could influence network architectures and require network operators to adapt.

*Demand for More Programmable and Automated Networks*

To create a more digital experience for their end users, reduce operational costs and introduce more service agility, network operators are investing in next-generation infrastructures that combine end-to-end service automation with the deployment of highly programmable infrastructures.

Some network operators, including certain of our largest customers, have adopted or are pursuing development and use of published reference designs and open source specifications for the procurement of off-the-shelf or commoditized hardware (often referred to as “white box” hardware).

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

Our strategy is to leverage our technology leadership, diversification and global scale to drive the profitable growth of our business.

Key elements of this strategy include:

To support our enhanced portfolio and solutions offerings, we intend to grow our attached services business and leverage network transformation with a broader service offering that includes network migration, optimization and multi-vendor network integration.

To further advance our strategy, during the first quarter of fiscal 2023, we 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.

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

through expanded customer adoption and broader applications, and to gain adoption of recurring and subscription-based models.

*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.

We believe that addressable market expansion, and the diversification it provides, is important to address the dynamic industry environment in which we operate, to continue to grow our business, and to better withstand potential risks adversely affecting particular geographies, markets or customer segments.

We seek to continue to expand and diversify our solutions offerings, customer base and reach to address fast-growing applications, markets and geographies, including those that are adjacent to or complementary with our current addressable market.

Our research and development and go-to-market strategies seek to position us to capture additional market share with existing customers and emerging network operators, and to displace competitors, particularly in international markets.

These providers are focused on applications including search, social media, video, real-time communications and cloud-based service offerings, as well as other emerging network services.

We also offer solutions that

Our opportunities with high-performance coherent transceiver pluggables, WaveLogic modules and our strategy to offer component level solutions based on our technology, remain in the early stages and revenue has not been significant to date.

designs.

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

- *Manage, Control and Plan*.

MCP provides this functionality for Ciena-developed products as well as a number of products developed by other vendors where they form a unified solution.

We

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

For third parties in our Ciena Partner Network, we maintain a code of conduct that is available on our website and that sets forth our expectations for the high standards of ethical and legally compliant conduct we require of them in supporting our business.

We utilize a sourcing strategy that traditionally emphasized global procurement of materials and product manufacturing in lower labor cost regions.

We currently use distribution partners to fulfill and deliver our products.

Keeping pace with the market’s demands for technology innovation requires considerable research and development investment capacity.

As a result, some of our competitors, both large and small, have chosen to rely upon component and module technology developed by and procured from third-party providers, including NTT Electronics, Marvell Technology Group and Cisco.

We may compete with these providers, either indirectly as a result of their technology being a key enabling technology for our competitors or an alternative consumption model such as “white box” technology, or directly in module, pluggable and component sales opportunities.

- technology roadmap and forward innovation capacity, including the ability to invest significant sums in research and development;

- ability to offer comprehensive networking solutions, consisting of hardware, software and services;

- flexibility and openness of platforms, including ease of integration, interoperability and integrated management;

- software and network automation capabilities;

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

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

The information set forth under the heading “Litigation” in [Note [removed: 27](#ia44f42fa74be4751a2e70420378170d9_160)] [added: 26](#ic6552f1a443249e1892c80545873e90a_160)] to our Consolidated Financial Statements included in Item 8 of Part II of this [added: annual] report, is incorporated herein by reference.

| | | | | | | For the fiscal year ended | | | [removed: October 28, 2023] [added: November 2, 2024] | | |

The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant [added: as of April 26, 2024, the last business day of the registrant’s most recently completed second fiscal quarter,] was approximately [removed: $6.8] [added: $6.7] billion based on the closing price of the Common Stock on the New York Stock Exchange on [removed: April 28, 2023.][added: that date.]

The number of shares of [added: the] registrant’s Common Stock outstanding as of December [removed: 8, 2023] [added: 13, 2024] was [removed: 144,830,337.][added: 142,115,595.]

Part III of the Form 10-K incorporates by reference certain portions of the registrant’s definitive proxy statement for its [removed: 2024] [added: 2025] Annual Meeting of [removed: Stockholders] [added: Stockholders, which is expected] to be filed with the Commission not later than 120 days after the end of the fiscal year covered by this [added: annual] report.

FOR FISCAL YEAR ENDED [removed: OCTOBER 28, 2023][added: NOVEMBER 2, 2024]

| [Item 1. [removed: Business](#ia44f42fa74be4751a2e70420378170d9_13)] [added: Business](#ic6552f1a443249e1892c80545873e90a_13)] | | | [removed: [5](#ia44f42fa74be4751a2e70420378170d9_13)] [added: [6](#ic6552f1a443249e1892c80545873e90a_13)] | | |

| [Item 1A. Risk [removed: Factors](#ia44f42fa74be4751a2e70420378170d9_16)] [added: Factors](#ic6552f1a443249e1892c80545873e90a_16)] | | | [removed: [23](#ia44f42fa74be4751a2e70420378170d9_16)] [added: [23](#ic6552f1a443249e1892c80545873e90a_16)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#ia44f42fa74be4751a2e70420378170d9_19)] [added: Comments](#ic6552f1a443249e1892c80545873e90a_19)] | | | [removed: [43](#ia44f42fa74be4751a2e70420378170d9_19)] [added: [42](#ic6552f1a443249e1892c80545873e90a_19)] | | |

| [Item 2. [removed: Properties](#ia44f42fa74be4751a2e70420378170d9_22)] [added: Properties](#ic6552f1a443249e1892c80545873e90a_22)] | | | [removed: [43](#ia44f42fa74be4751a2e70420378170d9_22)] [added: [43](#ic6552f1a443249e1892c80545873e90a_22)] | | |

| [Item 3. Legal [removed: Proceedings](#ia44f42fa74be4751a2e70420378170d9_25)] [added: Proceedings](#ic6552f1a443249e1892c80545873e90a_25)] | | | [removed: [44](#ia44f42fa74be4751a2e70420378170d9_25)] [added: [45](#ic6552f1a443249e1892c80545873e90a_25)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#ia44f42fa74be4751a2e70420378170d9_28)] [added: Disclosures](#ic6552f1a443249e1892c80545873e90a_28)] | | | [removed: [44](#ia44f42fa74be4751a2e70420378170d9_28)] [added: [45](#ic6552f1a443249e1892c80545873e90a_28)] | | |

| [Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia44f42fa74be4751a2e70420378170d9_34)] [added: Securities](#ic6552f1a443249e1892c80545873e90a_34)] | | | [removed: [45](#ia44f42fa74be4751a2e70420378170d9_34)] [added: [45](#ic6552f1a443249e1892c80545873e90a_34)] | | |

| [Item 6. [removed: \[Reserved\]](#ia44f42fa74be4751a2e70420378170d9_37)] [added: \[Reserved\]](#ic6552f1a443249e1892c80545873e90a_37)] | | | [removed: [46](#ia44f42fa74be4751a2e70420378170d9_37)] [added: [46](#ic6552f1a443249e1892c80545873e90a_37)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia44f42fa74be4751a2e70420378170d9_40)] [added: Operations](#ic6552f1a443249e1892c80545873e90a_40)] | | | [removed: [47](#ia44f42fa74be4751a2e70420378170d9_40)] [added: [47](#ic6552f1a443249e1892c80545873e90a_40)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#ia44f42fa74be4751a2e70420378170d9_55)] [added: Risk](#ic6552f1a443249e1892c80545873e90a_55)] | | | [removed: [64](#ia44f42fa74be4751a2e70420378170d9_55)] [added: [62](#ic6552f1a443249e1892c80545873e90a_55)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#ia44f42fa74be4751a2e70420378170d9_58)] [added: Data](#ic6552f1a443249e1892c80545873e90a_58)] | | | [removed: [65](#ia44f42fa74be4751a2e70420378170d9_58)] [added: [63](#ic6552f1a443249e1892c80545873e90a_58)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia44f42fa74be4751a2e70420378170d9_172)] [added: Disclosure](#ic6552f1a443249e1892c80545873e90a_172)] | | | [removed: [112](#ia44f42fa74be4751a2e70420378170d9_172)] [added: [110](#ic6552f1a443249e1892c80545873e90a_172)] | | |

| [Item 9A. Controls and [removed: Procedures](#ia44f42fa74be4751a2e70420378170d9_175)] [added: Procedures](#ic6552f1a443249e1892c80545873e90a_175)] | | | [removed: [113](#ia44f42fa74be4751a2e70420378170d9_175)] [added: [110](#ic6552f1a443249e1892c80545873e90a_175)] | | |

| [Item 9B. Other [removed: Information](#ia44f42fa74be4751a2e70420378170d9_178)] [added: Information](#ic6552f1a443249e1892c80545873e90a_178)] | | | [removed: [113](#ia44f42fa74be4751a2e70420378170d9_178)] [added: [110](#ic6552f1a443249e1892c80545873e90a_178)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#ia44f42fa74be4751a2e70420378170d9_181)] [added: Inspection](#ic6552f1a443249e1892c80545873e90a_184)] | | | [removed: [114](#ia44f42fa74be4751a2e70420378170d9_181)] [added: [111](#ic6552f1a443249e1892c80545873e90a_184)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#ia44f42fa74be4751a2e70420378170d9_187)] [added: Governance](#ic6552f1a443249e1892c80545873e90a_190)] | | | [removed: [115](#ia44f42fa74be4751a2e70420378170d9_187)] [added: [112](#ic6552f1a443249e1892c80545873e90a_190)] | | |

| [Item 11. Executive [removed: Compensation](#ia44f42fa74be4751a2e70420378170d9_190)] [added: Compensation](#ic6552f1a443249e1892c80545873e90a_193)] | | | [removed: [115](#ia44f42fa74be4751a2e70420378170d9_190)] [added: [112](#ic6552f1a443249e1892c80545873e90a_193)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia44f42fa74be4751a2e70420378170d9_193)] [added: Matters](#ic6552f1a443249e1892c80545873e90a_196)] | | | [removed: [115](#ia44f42fa74be4751a2e70420378170d9_193)] [added: [112](#ic6552f1a443249e1892c80545873e90a_196)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ia44f42fa74be4751a2e70420378170d9_196)] [added: Independence](#ic6552f1a443249e1892c80545873e90a_199)] | | | [removed: [115](#ia44f42fa74be4751a2e70420378170d9_196)] [added: [112](#ic6552f1a443249e1892c80545873e90a_199)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#ia44f42fa74be4751a2e70420378170d9_199)] [added: Services](#ic6552f1a443249e1892c80545873e90a_202)] | | | [removed: [115](#ia44f42fa74be4751a2e70420378170d9_199)] [added: [112](#ic6552f1a443249e1892c80545873e90a_202)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#ia44f42fa74be4751a2e70420378170d9_205)] [added: Schedules](#ic6552f1a443249e1892c80545873e90a_208)] | | | [removed: [116](#ia44f42fa74be4751a2e70420378170d9_205)] [added: [113](#ic6552f1a443249e1892c80545873e90a_208)] | | |

| [Item 16. Form 10-K [removed: Summary](#ia44f42fa74be4751a2e70420378170d9_208)] [added: Summary](#ic6552f1a443249e1892c80545873e90a_211)] | | | [removed: [116](#ia44f42fa74be4751a2e70420378170d9_208)] [added: [113](#ic6552f1a443249e1892c80545873e90a_211)] | | |

*This annual report contains statements that discuss future events or expectations, projections of results of operations or financial condition, changes in the markets for our products and services, trends in our business, business prospects and [removed: strategies] [added: strategies,] and other “forward-looking” information.

These statements may relate to, among other [removed: things,] [added: things:] our competitive landscape; market conditions and growth opportunities; factors impacting our industry and markets, including macroeconomic conditions and global supply chain constraints; factors impacting the businesses of network operators, their network architectures and their adoption of next-generation network infrastructures; our strategy, including our research and development, supply chain and go-to-market initiatives and our efforts to increase the reach of our business into new or growing product, customer and geographic markets; our 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; cybersecurity events; business initiatives including information technology (“IT”) and 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.

We operate in a very competitive and dynamic environment and new risks and uncertainties emerge, are identified or become apparent from time to [removed: time] [added: time,] and therefore may not be identified in this annual report.

- Our revenue, gross [removed: margin] [added: margin,] and operating results can fluctuate significantly [removed: and unpredictably] from quarter to [removed: quarter.][added: quarter and, if we are not able to secure order growth, our revenue may not reach the levels we anticipate.]

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

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

- [removed: Investment of research and development resources in communications networking technologies for which there is not an adequate market demand, or] [added: Our] failure to invest [removed: sufficiently or timely] in [added: the right] technologies [removed: for which there is high market demand, would] [added: or to get an adequate return on such research and development investment could] adversely affect our revenue and profitability.

- We have no guaranteed purchases and regularly must re-win business [removed: for] [added: with] existing customers.

- If we are unable to adapt our business [added: and solutions offerings] to the [added: evolving] consumption models [removed: for networking solutions adopted by] [added: of] our [removed: customers and to offer attractive solutions across these consumption models,] [added: customers,] our [removed: business,] competitive position and results of operations could be adversely affected.

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

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

- Our business and operating results could be adversely affected by unfavorable changes in macroeconomic and market conditions and [removed: reductions] [added: any reduction] in the level of [added: customer] spending [removed: by customers] in [removed: response to these conditions.][added: response.]

- We rely on third-party [removed: resellers and distribution partners to sell our solutions,] [added: resellers, distributors] and [removed: on third-party] service [removed: partners for installation, maintenance and support functions,] [added: partners,] and our failure to [removed: develop and] manage these relationships effectively could adversely affect our business, results of operations, and relationships with our customers.

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

| [PART I](#ic6552f1a443249e1892c80545873e90a_10) | | | | | |

| [Item 1C. Cybersecurity](#ic6552f1a443249e1892c80545873e90a_1738) | | | [42](#ic6552f1a443249e1892c80545873e90a_1738) | | |

| [PART II](#ic6552f1a443249e1892c80545873e90a_31) | | | | | |

| [PART III](#ic6552f1a443249e1892c80545873e90a_187) | | | | | |

| [PART IV](#ic6552f1a443249e1892c80545873e90a_205) | | | | | |

| [Signatures](#ic6552f1a443249e1892c80545873e90a_214) | | | [114](#ic6552f1a443249e1892c80545873e90a_214) | | |

| [Index to Exhibits](#ic6552f1a443249e1892c80545873e90a_217) | | | [115](#ic6552f1a443249e1892c80545873e90a_217) | | |

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

- We face intense competition that could impact our sales and results of operations.

We expect our competitive landscape to continue to broaden as we seek to expand our addressable market and solutions portfolio.

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

- As we introduce technologies that enable us to enter into new markets, we may experience difficulty monetizing these new solutions and be exposed to increased or new forms of competition.

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

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

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

| [PART III](#ia44f42fa74be4751a2e70420378170d9_184) | | | | | |

| [PART IV](#ia44f42fa74be4751a2e70420378170d9_202) | | | | | |

| [Signatures](#ia44f42fa74be4751a2e70420378170d9_211) | | | [117](#ia44f42fa74be4751a2e70420378170d9_211) | | |

| [Index to Exhibits](#ia44f42fa74be4751a2e70420378170d9_214) | | | [118](#ia44f42fa74be4751a2e70420378170d9_214) | | |

- Our backlog may not be an accurate indicator of the level and timing of our future revenues.

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

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

Oversight and Governance

Our Board of Directors and the Audit Committee of our Board of Directors (the “Audit Committee”) are responsible for overseeing and assessing management’s execution of and approach to cybersecurity risk management.

Our Chief Information Security Officer (“CISO”), who reports directly to our Chief Financial Officer, is primarily responsible for assessing cybersecurity risks and managing our cybersecurity program on a day-to-day basis, with support from other members of senior management.

Our CISO is an accomplished security professional with 20 years of experience in cybersecurity and risk management across numerous industries and holds degrees in computer science and information assurance, and additional executive education in building and leading cybersecurity programs.

The CISO and his team (the “Security Team”), which includes trained cybersecurity professionals, are responsible for implementing and maintaining our cybersecurity strategy and program and its related processes.

We also maintain a Security Advisory Committee (“SAC”), which is chaired by our Chief Financial Officer and composed of members of executive leadership and other functional leaders, including our General Counsel, CISO, Chief Digital Information Officer, and Vice President of Internal Audit.

The SAC meets regularly to, among other things, review cybersecurity program developments and serves as a path of escalation and decision-making in certain situations, including incident response.

We, and our managed security partners, regularly monitor our environment for indicators of malicious or suspicious activity and security relevant events.

The potential risk and impact of any such event is evaluated by a cross-functional team that includes members of our Security Team, legal department and other business functions as necessary and appropriate.

Materiality determinations related to escalated events are made by the SAC without unreasonable delay.

The CISO, on a quarterly basis, generally provides the Audit Committee a summary of relevant cybersecurity events, with certain events escalated to the Audit Committee outside of these quarterly meetings depending upon their nature.

As part of our Board of Directors’ oversight of risk management, they devote time and attention to cybersecurity related risks.

The Audit Committee is responsible for overseeing cybersecurity, data privacy and information technology-related programs, policies and other efforts to manage or mitigate cybersecurity risks.

As part of its standing agenda, the Audit Committee receives quarterly updates on cybersecurity risks and initiatives from our CISO.

These updates have included reviews of our cybersecurity risk management efforts, including the development of relevant processes and policies, the implementation of technologies and systems, or use of third-party partners to safeguard our information systems, the conduct of education and training initiatives with employees and business partners, and incident response preparedness, including simulations and tabletop exercises.

The Audit Committee regularly updates the Board of Directors on such matters.

Separately, and in addition to such quarterly reporting, our Board of Directors also receives an annual update from our CISO on information and cybersecurity risks and related initiatives.

These Board updates have included briefings from our CISO, as well as external counsel and third-party security advisors, which have included continuing education sessions as our Board of Directors seeks to enhance its understanding of cybersecurity risk, leading practices and an evolving cyber threat landscape.

Risk Management and Strategy

The safeguarding of information systems, that house employee and customer data, and proprietary information, are of paramount importance to us, our business and our reputation.

We maintain a robust and proactive enterprise cybersecurity program designed to identify, assess and manage cybersecurity risks that may impact our business or assets.

*Cybersecurity Strategy*

Our cybersecurity strategy focuses on (i) maintaining a cybersecurity framework and set of controls to assess and manage security risks and (ii) protecting against threats by deploying and monitoring security controls and mitigating exposures and potential threats.

We maintain a security program designed to align with industry standards, principles, and frameworks, such as those set by the National Institute of Standards and Technology (NIST) and the International Organization for Standardization (ISO).

Our program is also informed by various legal requirements including contractual requirements from our customers.

In addition, we maintain internal policies and procedures that govern the measures we take to secure our information technology environment.

These include a wide variety of capabilities designed to prevent, detect, or address risks to systems and data.

We

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

also employ a range of tools and services, including regular network and endpoint monitoring, penetration testing, and vulnerability assessments, to inform our risk identification and management strategy.

*Security Risk Management*

Our Security Team regularly assesses cybersecurity risks, including their likelihood and potential impact, to develop mitigation strategies.

The team utilizes enterprise governance, risk, and compliance solutions and tools licensed from third-party vendors to conduct various analytic assessments, including cloud and container security, detection and response, threat intelligence, and application security assessments.

We also routinely evaluate and update our understanding of our cybersecurity threat landscape and evolve our related assessments and mitigation strategies accordingly.

We regularly review our cybersecurity program for compliance with evolving regulations and to protect against emerging cyber threats.

Because we operate in a dynamic threat landscape, we conduct regular reviews of our program and procedures, and we periodically engage third parties to supplement and review our cybersecurity practices.

We also maintain a cybersecurity risk insurance policy as part of our risk management efforts, and regularly engage and collaborate with peers, industry groups, and U.S. government partners relating to cybersecurity risk management and the evolving threat environment.

We seek to identify and address cybersecurity threats and risks that can arise from our use of third parties, including those that comprise our information systems, supply chain operations or who have access to certain data.

We utilize supplier risk management practices, including enhanced due diligence assessments, that seek to identify cybersecurity risks associated with our use of third-party providers and the scope and nature of their work with us.

These risks are assessed and prioritized based on, among other things, supplier assessments, threat intelligence, and industry practices.

As of [removed: October 28, 2023,] [added: November 2, 2024,] all of our properties are leased, and we do not own any real property.

For additional information regarding our lease obligations, see Note [removed: 18] [added: 17] to our Consolidated Financial Statements included in Item 8 of Part II of this annual report.

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

As of December [removed: 8, 2023,] [added: 13, 2024,] there were approximately [removed: 685] [added: 652] holders of record of our common stock and [removed: 144,830,337] [added: 142,115,595] shares of common stock outstanding.

The following table provides a summary of repurchases of our common stock during the fourth quarter of fiscal [removed: 2023:][added: 2024:]

(1) 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 [removed: stock, which replaced in its entirety our previous stock repurchase program.][added: stock.]

During the fourth quarter of fiscal [removed: 2023,] [added: 2024,] we repurchased [removed: $188.8] [added: $132.0] million of our common stock under [removed: the] [added: such] stock repurchase [removed: program, and we had $250.0 million remaining under] [added: program which completed] the [removed: current repurchase authorization as of October 28, 2023.][added: authorized repurchases contemplated thereunder.]

See “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations–] [added: Operations­–] Liquidity and Capital Resources – Stock Repurchase Authorization” in Item 7 of Part II of this [added: annual] report and Note [removed: 22] [added: 21] to our Consolidated Financial Statements included in Item 8 of Part II of this [added: annual] 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 [added: Index] from November [removed: 2, 2018] [added: 1, 2019] to [removed: October 27, 2023.][added: November 1, 2024.]

The S&P North American Technology-Multimedia Networking Index [removed: comprises] [added: includes] stocks in the S&P Total Market Index that are classified under the Global Industry Classification Standard communications equipment sub-industry.

Stock Performance [removed: Graph.jpg](https://www.sec.gov/Archives/edgar/data/936395/000093639523000044/cien-20231028_g1.jpg)][added: Graph.jpg](https://www.sec.gov/Archives/edgar/data/936395/000093639524000044/cien-20241102_g1.jpg)]

[removed: Assumes] [added: This graph assumes] $100 invested in Ciena Corporation, the Russell 1000 and the S&P North American Technology-Multimedia Networking Index, respectively, on November [removed: 2, 2018] [added: 1, 2019] with all dividends reinvested at month-end.

| July 28, 2024 to August 24, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 131,985 | |

| August 25, 2024 to September 28, 2024 | | | | | | 865,189 | | | | | | $ | 57.21 | | | | | 865,189 | | | | | | $ | 82,489 | |

| September 29, 2024 to November 2, 2024 | | | | | | 1,259,201 | | | | | | $ | 65.51 | | | | | 1,259,201 | | | | | | $ | — | |

| Total | | | | | | 2,124,390 | | | | | | $ | 62.13 | | | | | 2,124,390 | | | | | | | | |

Comparison of 5-Year Cumulative Total Return Among Ciena Corporation,

the S&P North American Technology-Multimedia Networking Index and the Russell 1000 Index

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

The graph tracks the performance of a $100 investment in our common stock and in each of the indices on November 1, 2019 (with the subsequent reinvestment of all dividends at month end).

Stockholder returns over the indicated period are based on historical data and should not be considered indicative of future stockholder returns.

| 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.

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

| [Report of Independent Registered Public Accounting [removed: Firm](#ia44f42fa74be4751a2e70420378170d9_61)] [added: Firm](#ic6552f1a443249e1892c80545873e90a_61)] (PCAOB ID 238) | | | [removed: [66](#ia44f42fa74be4751a2e70420378170d9_61)] [added: [64](#ic6552f1a443249e1892c80545873e90a_61)] | | |

| [Consolidated Balance [removed: Sheets](#ia44f42fa74be4751a2e70420378170d9_64)] [added: Sheets](#ic6552f1a443249e1892c80545873e90a_64)] | | | [removed: [68](#ia44f42fa74be4751a2e70420378170d9_64)] [added: [66](#ic6552f1a443249e1892c80545873e90a_64)] | | |

| [Consolidated Statements of [removed: Operations](#ia44f42fa74be4751a2e70420378170d9_67)] [added: Operations](#ic6552f1a443249e1892c80545873e90a_67)] | | | [removed: [69](#ia44f42fa74be4751a2e70420378170d9_67)] [added: [67](#ic6552f1a443249e1892c80545873e90a_67)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ia44f42fa74be4751a2e70420378170d9_70)] [added: Income](#ic6552f1a443249e1892c80545873e90a_70)] | | | [removed: [70](#ia44f42fa74be4751a2e70420378170d9_70)] [added: [68](#ic6552f1a443249e1892c80545873e90a_70)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#ia44f42fa74be4751a2e70420378170d9_73)] [added: Equity](#ic6552f1a443249e1892c80545873e90a_73)] | | | [removed: [71](#ia44f42fa74be4751a2e70420378170d9_73)] [added: [69](#ic6552f1a443249e1892c80545873e90a_73)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ia44f42fa74be4751a2e70420378170d9_76)] [added: Flows](#ic6552f1a443249e1892c80545873e90a_76)] | | | [removed: [72](#ia44f42fa74be4751a2e70420378170d9_76)] [added: [70](#ic6552f1a443249e1892c80545873e90a_76)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ia44f42fa74be4751a2e70420378170d9_79)] [added: Statements](#ic6552f1a443249e1892c80545873e90a_79)] | | | [removed: [73](#ia44f42fa74be4751a2e70420378170d9_79)] [added: [71](#ic6552f1a443249e1892c80545873e90a_79)] | | |

| [Note 1: Ciena Corporation and Significant Accounting Policies and [removed: Estimates](#ia44f42fa74be4751a2e70420378170d9_82)] [added: Estimates](#ic6552f1a443249e1892c80545873e90a_82)] | | | [removed: [73](#ia44f42fa74be4751a2e70420378170d9_82)] [added: [71](#ic6552f1a443249e1892c80545873e90a_82)] | | |

| [Note 2: [removed: Revenue](#ia44f42fa74be4751a2e70420378170d9_85)] [added: Revenue](#ic6552f1a443249e1892c80545873e90a_85)] | | | [removed: [82](#ia44f42fa74be4751a2e70420378170d9_85)] [added: [80](#ic6552f1a443249e1892c80545873e90a_85)] | | |

| [Note [removed: 4:] [added: 3:] Business [removed: Combinations](#ia44f42fa74be4751a2e70420378170d9_91)] [added: Combinations](#ic6552f1a443249e1892c80545873e90a_91)] | | | [removed: [86](#ia44f42fa74be4751a2e70420378170d9_91)] [added: [84](#ic6552f1a443249e1892c80545873e90a_91)] | | |

| [Note [removed: 5:] [added: 4:] Significant Asset Impairment and Restructuring [removed: Costs](#ia44f42fa74be4751a2e70420378170d9_94)] [added: Costs](#ic6552f1a443249e1892c80545873e90a_94)] | | | [removed: [88](#ia44f42fa74be4751a2e70420378170d9_94)] [added: [85](#ic6552f1a443249e1892c80545873e90a_94)] | | |

| [Note [removed: 6:] [added: 5:] Interest and Other [removed: Income (Loss)](#ia44f42fa74be4751a2e70420378170d9_97)] [added: Income, Net](#ic6552f1a443249e1892c80545873e90a_97)] | | | [removed: [89](#ia44f42fa74be4751a2e70420378170d9_97)] [added: [86](#ic6552f1a443249e1892c80545873e90a_97)] | | |

| [Note [removed: 7:] [added: 6:] Cash Equivalent, Short-Term and Long-Term [removed: Investments](#ia44f42fa74be4751a2e70420378170d9_100)] [added: Investments](#ic6552f1a443249e1892c80545873e90a_100)] | | | [removed: [89](#ia44f42fa74be4751a2e70420378170d9_100)] [added: [87](#ic6552f1a443249e1892c80545873e90a_100)] | | |

| [Note [removed: 8:] [added: 7:] Fair Value [removed: Measurements](#ia44f42fa74be4751a2e70420378170d9_103)] [added: Measurements](#ic6552f1a443249e1892c80545873e90a_103)] | | | [removed: [90](#ia44f42fa74be4751a2e70420378170d9_103)] [added: [87](#ic6552f1a443249e1892c80545873e90a_103)] | | |

| [Note [removed: 9:] [added: 8:] Accounts [removed: Receivable](#ia44f42fa74be4751a2e70420378170d9_106)] [added: Receivable](#ic6552f1a443249e1892c80545873e90a_106)] | | | [removed: [92](#ia44f42fa74be4751a2e70420378170d9_106)] [added: [89](#ic6552f1a443249e1892c80545873e90a_106)] | | |

| [Note [removed: 10: Inventories](#ia44f42fa74be4751a2e70420378170d9_109)] [added: 9: Inventories](#ic6552f1a443249e1892c80545873e90a_109)] | | | [removed: [92](#ia44f42fa74be4751a2e70420378170d9_109)] [added: [90](#ic6552f1a443249e1892c80545873e90a_109)] | | |

| [Note [removed: 11:] [added: 10:] Prepaid Expenses and [removed: Other](#ia44f42fa74be4751a2e70420378170d9_112)] [added: Other](#ic6552f1a443249e1892c80545873e90a_112)] | | | [removed: [93](#ia44f42fa74be4751a2e70420378170d9_112)] [added: [90](#ic6552f1a443249e1892c80545873e90a_112)] | | |

| [Note [removed: 12:] [added: 11:] Equipment, Building, Furniture and [removed: Fixtures](#ia44f42fa74be4751a2e70420378170d9_115)] [added: Fixtures](#ic6552f1a443249e1892c80545873e90a_115)] | | | [removed: [93](#ia44f42fa74be4751a2e70420378170d9_115)] [added: [91](#ic6552f1a443249e1892c80545873e90a_115)] | | |

| [Note [removed: 13:] [added: 12:] Intangible [removed: Assets](#ia44f42fa74be4751a2e70420378170d9_118)] [added: Assets](#ic6552f1a443249e1892c80545873e90a_118)] | | | [removed: [93](#ia44f42fa74be4751a2e70420378170d9_118)] [added: [91](#ic6552f1a443249e1892c80545873e90a_118)] | | |

| [Note [removed: 14: Goodwill](#ia44f42fa74be4751a2e70420378170d9_121)] [added: 13: Goodwill](#ic6552f1a443249e1892c80545873e90a_121)] | | | [removed: [94](#ia44f42fa74be4751a2e70420378170d9_121)] [added: [92](#ic6552f1a443249e1892c80545873e90a_121)] | | |

| [Note [removed: 15:] [added: 14:] Other Balance Sheet [removed: Details](#ia44f42fa74be4751a2e70420378170d9_124)] [added: Details](#ic6552f1a443249e1892c80545873e90a_124)] | | | [removed: [94](#ia44f42fa74be4751a2e70420378170d9_124)] [added: [92](#ic6552f1a443249e1892c80545873e90a_124)] | | |

| [Note [removed: 16:] [added: 15:] Derivative [removed: Instruments](#ia44f42fa74be4751a2e70420378170d9_127)] [added: Instruments](#ic6552f1a443249e1892c80545873e90a_127)] | | | [removed: [96](#ia44f42fa74be4751a2e70420378170d9_127)] [added: [94](#ic6552f1a443249e1892c80545873e90a_127)] | | |

| [Note [removed: 17:] [added: 16:] Accumulated Other Comprehensive [removed: Income](#ia44f42fa74be4751a2e70420378170d9_130)] [added: Income](#ic6552f1a443249e1892c80545873e90a_130)] | | | [removed: [97](#ia44f42fa74be4751a2e70420378170d9_130)] [added: [95](#ic6552f1a443249e1892c80545873e90a_130)] | | |

| [Note [removed: 18: Leases](#ia44f42fa74be4751a2e70420378170d9_133)] [added: 17: Leases](#ic6552f1a443249e1892c80545873e90a_133)] | | | [removed: [97](#ia44f42fa74be4751a2e70420378170d9_133)] [added: [95](#ic6552f1a443249e1892c80545873e90a_133)] | | |

| [Note [removed: 19:] [added: 18:] Short-Term and Long-Term [removed: Debt](#ia44f42fa74be4751a2e70420378170d9_136)] [added: Debt](#ic6552f1a443249e1892c80545873e90a_136)] | | | [removed: [99](#ia44f42fa74be4751a2e70420378170d9_136)] [added: [97](#ic6552f1a443249e1892c80545873e90a_136)] | | |

| [Note [removed: 20:] [added: 19:] Revolving Credit [removed: Facility](#ia44f42fa74be4751a2e70420378170d9_139)] [added: Facility](#ic6552f1a443249e1892c80545873e90a_139)] | | | [removed: [101](#ia44f42fa74be4751a2e70420378170d9_139)] [added: [99](#ic6552f1a443249e1892c80545873e90a_139)] | | |

| [Note [removed: 21:] [added: 20:] Earnings per Share [removed: Calculation](#ia44f42fa74be4751a2e70420378170d9_142)] [added: Calculation](#ic6552f1a443249e1892c80545873e90a_142)] | | | [removed: [102](#ia44f42fa74be4751a2e70420378170d9_142)] [added: [100](#ic6552f1a443249e1892c80545873e90a_142)] | | |

| [Note [removed: 22:] [added: 21:] Stockholders’ [removed: Equity](#ia44f42fa74be4751a2e70420378170d9_145)] [added: Equity](#ic6552f1a443249e1892c80545873e90a_145)] | | | [removed: [103](#ia44f42fa74be4751a2e70420378170d9_145)] [added: [101](#ic6552f1a443249e1892c80545873e90a_145)] | | |

| [Note [removed: 23:] [added: 22:] Income [removed: Taxes](#ia44f42fa74be4751a2e70420378170d9_148)] [added: Taxes](#ic6552f1a443249e1892c80545873e90a_148)] | | | [removed: [103](#ia44f42fa74be4751a2e70420378170d9_148)] [added: [102](#ic6552f1a443249e1892c80545873e90a_148)] | | |

| [Note [removed: 24:] [added: 23:] Share-Based Compensation [removed: Expense](#ia44f42fa74be4751a2e70420378170d9_151)] [added: Expense](#ic6552f1a443249e1892c80545873e90a_151)] | | | [removed: [106](#ia44f42fa74be4751a2e70420378170d9_151)] [added: [104](#ic6552f1a443249e1892c80545873e90a_151)] | | |

| [Note [removed: 25:] [added: 24:] Segment and Entity Wide [removed: Disclosures](#ia44f42fa74be4751a2e70420378170d9_154)] [added: Disclosures](#ic6552f1a443249e1892c80545873e90a_154)] | | | [removed: [109](#ia44f42fa74be4751a2e70420378170d9_154)] [added: [107](#ic6552f1a443249e1892c80545873e90a_154)] | | |

| [Note [removed: 26:] [added: 25:] Other Employee Benefit [removed: Plans](#ia44f42fa74be4751a2e70420378170d9_157)] [added: Plans](#ic6552f1a443249e1892c80545873e90a_157)] | | | [removed: [111](#ia44f42fa74be4751a2e70420378170d9_157)] [added: [108](#ic6552f1a443249e1892c80545873e90a_157)] | | |

| [removed: [Note 27:] Commitments and [removed: Contingencies](#ia44f42fa74be4751a2e70420378170d9_160)] [added: contingencies (Note 26)] | | | [removed: [111](#ia44f42fa74be4751a2e70420378170d9_160)] | | | [added: | | | | | |]

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

We have audited the accompanying consolidated balance sheets of Ciena Corporation and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of [removed: October 28, 2023] [added: November 2, 2024] and October [removed: 29, 2022,] [added: 28, 2023,] and the related consolidated statements of operations, of comprehensive income, of changes in [removed: stockholders’] [added: stockholders'] equity and of cash flows for each of the three years in the period ended [removed: October 28, 2023,] [added: November 2, 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of [removed: October 28, 2023,] [added: November 2, 2024,] 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 [removed: October 28, 2023] [added: November 2, 2024] and October [removed: 29, 2022,] [added: 28, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: October 28, 2023] [added: November 2, 2024] 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 [removed: October 28, 2023,] [added: November 2, 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[added: 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 [removed: 10] [added: 9] to the consolidated financial statements, the Company’s consolidated inventory balance, net of the allowance for excess and obsolescence, was [removed: $1.1 billion] [added: $820.4 million] as of [removed: October 28, 2023.][added: November 2, 2024.]

| [Note 27: Subsequent Events](#ic6552f1a443249e1892c80545873e90a_166) | | | [109](#ic6552f1a443249e1892c80545873e90a_166) | | |

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

December 20, 2024

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

| Net income | | | $ | 83,956 | | | | | $ | 254,827 | | | | | $ | 152,902 | |

[Table of](#ic6552f1a443249e1892c80545873e90a_7) [Contents](#ic6552f1a443249e1892c80545873e90a_7)

| Balance at November 2, 2024 | | | 142,656,116 | | | | | | $ | 1,427 | | | | | $ | 6,154,869 | | | | | $ | (46,711) | | | | | $ | (3,293,447) | | | | | $ | 2,816,138 | |

| Net income | | | $ | 83,956 | | | | | $ | 254,827 | | | | | $ | 152,902 | |

Ciena Corporation (“Ciena” or the “Company”) is a network technology company, providing hardware, software, and services to a wide range of network operators and enabling enhanced network capacity, service delivery, and automation.

Our solutions support network traffic across a wide range of applications, including cloud, video, data, artificial intelligence (“AI”), and voice.

Fiscal 2024 was a 53-week fiscal year with the additional week occurring in the fourth quarter.

appropriate, include assistance from independent third-party appraisal firms.

Share-based compensation expense for service-based restricted stock unit awards is recognized ratably over the vesting period on a straight-line basis in the Consolidated Statements of Operations.

Share-based compensation expense, for performance-based restricted stock units other than total stockholder return, is recognized over the performance period, using graded vesting, which considers each performance period or tranche separately, based on Ciena’s determination of whether it is probable that the performance targets will be achieved and is included in the Consolidated Statements of Operations.

*Newly Issued Accounting Standards - Effective*

ASU 2021-08 was effective for Ciena beginning in the first quarter of fiscal 2024 without any material impact on its consolidated financial position, results of operations and related disclosures.

ASU 2023-09 is effective for annual periods beginning in fiscal 2026 and will result in changes to certain of its income tax disclosures including substantially more information on a disaggregated basis, but it does not affect recognition or measurement of income taxes and therefore is not expected to have a material effect on our consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), *Income Statement—Reporting Comprehensive*

*Income—Expense Disaggregation Disclosures (Subtopic 220-40)* to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

ASU 2023-09 allows for adoption using either a prospective or retrospective method.

In March 2024, the Securities and Exchange Commission (the “SEC”) adopted final rules under SEC Release No. 33-11275, *The Enhancement and Standardization of Climate Related Disclosures for Investors*, to require registrants to provide certain climate-related information in their registration statements and annual reports.

The rules would require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition.

The required information about climate-related risks would also include disclosure of a registrant's greenhouse gas emissions.

Finally, the rules would require registrants to present certain climate-related financial metrics in their audited financial statements.

On April 12, 2024, the final rules were indefinitely delayed pending the completion of judicial review in consolidated proceedings in the U.S. Court of Appeals, Eighth Circuit.

| | | | Year Ended November 2, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Optical Networking | | | $ | 2,642,563 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,642,563 | |

| Total revenue by product line | | | $ | 3,042,055 | | | | | $ | 358,062 | | | | | $ | 77,619 | | | | | $ | 537,219 | | | | | $ | 4,014,955 | |

| Products and services at a point in time | | | $ | 3,042,055 | | | | | $ | 99,317 | | | | | $ | 19,267 | | | | | $ | 44,410 | | | | | $ | 3,205,049 | |

| Products and services transferred over time | | | — | | | | | | 258,745 | | | | | | 58,352 | | | | | | 492,809 | | | | | | 809,906 | | |

| Total revenue by timing of revenue recognition | | | $ | 3,042,055 | | | | | $ | 358,062 | | | | | $ | 77,619 | | | | | $ | 537,219 | | | | | $ | 4,014,955 | |

This product line also includes SD-Edge software and passive optical network (PON) routing and switching portfolio products.

Revenue from the services portions of this segment is included in services revenue on the Consolidated Statements of Operations.

| Charges | | | 15,408 | | | (1) | | | 9,184 | | | (2) | | | 24,592 | | |

| Cash payments | | | (15,394) | | | | | | (9,184) | | | | | | (24,578) | | |

| Balance at November 2, 2024 | | | $ | 1,927 | | | | | $ | — | | | | | $ | 1,927 | |

During fiscal 2022, Ciena recorded $2.5 million in exchange

| | | | | | |

| [Note 3: Canadian Emergency Wage Subsidy](#ia44f42fa74be4751a2e70420378170d9_88) | | | [86](#ia44f42fa74be4751a2e70420378170d9_88) | | |

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

December 15, 2023

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| Balance at October 31, 2020 | | | 154,563,005 | | | | | | $ | 1,546 | | | | | $ | 6,826,531 | | | | | $ | (35,358) | | | | | $ | (4,283,122) | | | | | $ | 2,509,597 | |

| Effect of adoption of new accounting standard | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,206) | | | | | | (2,206) | | |

| Proceeds from sale of cost method equity investment | | | — | | | | | | — | | | | | | 4,678 | | |

Ciena Corporation (“Ciena” or the “Company”) is a network platform, software, and 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.

Ciena provides hardware, software and services that support the delivery of video, data and voice traffic over core, metro, aggregation and access communications networks.

Significant assumptions and

Ciena has considered the impact of the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-40, *Other Assets and Deferred Costs; Contracts with Customers*, and the interpretations of the FASB Transition Resource Group for Revenue Recognition with respect to capitalization and amortization of incremental costs of obtaining a contract.

Warranty

Ciena accounts for proceeds from government grants as a reduction of expense when there is reasonable assurance that Ciena has met the required conditions associated with the grant and that grant proceeds will be received.

In each case, Ciena only recognizes expense in its Consolidated Statements of Operations for those restricted stock units that ultimately vest.

The Tax Cuts and Jobs Act (the “Tax Act”) includes provisions that affected Ciena starting in fiscal 2019, including a provision designed to tax global intangible low-taxed income (“GILTI”).

An accounting policy choice is allowed to either treat taxes due on future U.S. inclusions related to GILTI in taxable income as a current-period expense when incurred (the “period cost method”) or factor such amounts into the measurement of deferred taxes (the “deferred method”).

The calculation of the deferred balance with respect to the GILTI tax provisions will depend, in part, on analyzing global income to determine whether future U.S. inclusions in taxable income are expected related to GILTI and, if so, what the impact is expected to be.

Additionally, Ciena is electing to use the incremental cash tax savings approach when determining whether a valuation allowance needs to be recorded against the U.S. net operating loss (“NOL”) due to the GILTI inclusions.

The Tax Act also introduced an alternative tax known as the base erosion and anti-abuse tax (“BEAT”).

An accounting policy choice has been made to consider BEAT as a period cost when incurred.

ASU 2021-08 is effective for annual periods beginning after December 15, 2022 on a prospective basis.

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.”

| | | | Year Ended October 30, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Optical Networking | | | $ | 2,553,509 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,553,509 | |

| Total revenue by product line | | | $ | 2,825,305 | | | | | $ | 229,588 | | | | | $ | 77,247 | | | | | $ | 488,544 | | | | | $ | 3,620,684 | |

| Products and services at a point in time | | | $ | 2,825,305 | | | | | $ | 80,359 | | | | | $ | 27,621 | | | | | $ | 14,923 | | | | | $ | 2,948,208 | |

| Products and services transferred over time | | | — | | | | | | 149,229 | | | | | | 49,626 | | | | | | 473,621 | | | | | | 672,476 | | |

| Total revenue by timing of revenue recognition | | | $ | 2,825,305 | | | | | $ | 229,588 | | | | | $ | 77,247 | | | | | $ | 488,544 | | | | | $ | 3,620,684 | |

This product line also includes the WaveLogic 5 Nano (WL5n) 100G-400G coherent pluggable transceivers.

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.

(3) CANADIAN EMERGENCY WAGE SUBSIDY

In April 2020, the Canadian government introduced the Canada Emergency Wage Subsidy (“CEWS”) to help employers offset a portion of their employee wages for a limited period in response to the COVID-19 outbreak, retroactive to March 15, 2020.

As of the end of the period covered by this [added: annual] report, we carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this [added: annual] report.

There was no change in our internal control over financial reporting [removed: (as defined] [added: identified] in [added: connection with the evaluation required by] Rules [removed: 13a-15(f)] [added: 13a-15(d)] and [removed: 15d-15(f) under] [added: 15d-15(d) of] the [removed: Securities] Exchange Act [removed: of 1934, as amended)] [added: that occurred] during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

- provide reasonable assurance that receipts and expenditures of Ciena Corporation are being made only in accordance with authorization of management and [removed: directors] [added: the Board] of [added: Directors of] Ciena Corporation; and

Management of Ciena Corporation assessed the effectiveness of the Company’s internal control over financial reporting as of [removed: October 28, 2023.][added: November 2, 2024.]

Based on this assessment, management determined that, as of [removed: October 28, 2023,] [added: November 2, 2024,] Ciena Corporation maintained effective internal control over financial reporting.

PricewaterhouseCoopers LLP, independent registered public accounting firm, [removed: who] [added: which] 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 [removed: October 28, 2023,] [added: November 2, 2024,] as stated in its report appearing in Item 8 of Part II of this annual report.

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| /s/ Gary B. Smith | | | | | | /s/ James E. Moylan, Jr. | | | | | |

| Gary B. Smith | | | | | | James E. Moylan, Jr. | | | | | |

| President and Chief Executive Officer | | | | | | Senior Vice President and Chief Financial Officer | | | | | |

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

The following table describes, for the quarter ended [removed: October 28, 2023,] [added: November 2, 2024,] 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 [added: (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):]

| [removed: David Rothenstein (Senior Vice President, Chief Strategy Officer] [added: Gary B. Smith (President] and [removed: Secretary)] [added: Chief Executive Officer)] | | | Adoption (September [removed: 22, 2023)] [added: 11, 2024)] | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until [removed: January 14,] [added: December 22,] 2025, or such earlier date upon which all transactions are completed or expire without execution | | | Up to [removed: 42,000] [added: 170,000] shares of common stock | | |

| [removed: Scott McFeely (former Senior] [added: Brodie Gage (Senior] Vice President, Global Products [removed: and Services)] [added: & Supply Chain)] | | | Adoption [removed: (October 12, 2023)] [added: (September 6, 2024)] | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until [removed: December 31, 2024,] [added: November 28, 2025,] or such earlier date upon which all transactions are completed or expire without execution | | | Up to [removed: 38,500] [added: 3,961] shares of common stock | | |

| Dino DiPerna (Senior Vice President, Global Research & Development) | | | Adoption (September 11, 2024) | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until October 31, 2025, or such earlier date upon which all transactions are completed or expire without execution | | | (1) | | |

| Sheela Kosaraju (Senior Vice President and General Counsel, and acting Chief People Officer) | | | Adoption (October 14, 2024) | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until January 9, 2026, or such earlier date upon which all transactions are completed or expire without execution | | | (2) | | |

| Jason Phipps (Senior Vice President, Global Customer Engagement) | | | Adoption (October 9, 2024) | | | Rule 10b5-1 trading arrangement | | | Sales | | | Until October 9, 2026, or such earlier date upon which all transactions are completed or expire without execution | | | (3) | | |

(1) The aggregate number of shares of common stock to be sold pursuant to Mr. DiPerna’s arrangement is up to (i) 1,788 shares of common stock, plus (ii) 25% of the net after-tax shares of common stock to be received as a result of the vesting of an aggregate of 17,207 restricted stock units on September 20, 2024, December 20, 2024, March 20, 2025, June 20, 2025, and September 20, 2025, plus (iii) 25% of the net after-tax shares of common stock to be received as a result of the vesting of up to 2,615 performance stock units on December 20, 2024.

The actual number of net after-tax shares to be received will vary based on the market price of our common stock at the time of settlement.

(2) The aggregate number of shares of common stock to be sold pursuant to Ms. Kosaraju’s arrangement is up to 100% of the net after-tax shares of common stock to be received as a result of the vesting of an aggregate of 16,923 restricted stock units on December 20, 2024, March 20, 2025, June 20, 2025, September 20, 2025, and December 20, 2025.

The actual number of net after-tax shares to be received will vary based on the market price of our common stock at the time of settlement.

(3) The aggregate number of shares of common stock to be sold pursuant to Mr. Phipps’s arrangement is up to (i) 14,381 shares of common stock, plus (ii) 100% of the net after-tax shares of common stock to be received as a result of the vesting of an aggregate of 28,736 restricted stock units on December 20, 2024, March 20, 2025, June 20, 2025, September 20, 2025, December 20, 2025, March 20, 2026, June 20, 2026, and September 20, 2026.

The actual number of net after-tax shares to be received will vary based on the market price of our common stock at the time of settlement.

(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):

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: 2024] [added: 2025] 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 [removed: item] [added: Item] is incorporated herein by reference from our definitive proxy statement with respect to our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this [removed: Form 10-K.][added: annual report.]

Information responsive to this [removed: item] [added: Item] is incorporated herein by reference from our definitive proxy statement with respect to our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this [removed: Form 10-K.][added: annual report.]

Information responsive to this [removed: item] [added: Item] is incorporated herein by reference from our definitive proxy statement with respect to our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this [removed: Form 10-K.][added: annual report.]

Information responsive to this [removed: item] [added: Item] is incorporated herein by reference from our definitive proxy statement with respect to our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this [removed: Form 10-K.][added: annual report.]

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: 15th] [added: 20th] day of December [removed: 2023.][added: 2024.]

| /s/ Gary B. Smith | | | | | | President, Chief Executive Officer and Director | | | | | | December [removed: 15, 2023] [added: 20, 2024] | | |

| /s/ James E. Moylan, Jr. | | | | | | Sr. Vice President, Finance and Chief Financial Officer | | | | | | December [removed: 15, 2023] [added: 20, 2024] | | |

| /s/ Andrew C. Petrik | | | | | | Vice President, Controller | | | | | | December [removed: 15, 2023] [added: 20, 2024] | | |

| /s/ Hassan M. Ahmed, Ph.D. | | | | | | Director | | | | | | December [removed: 15, 2023] [added: 20, 2024] | | |

| /s/ Bruce L. Claflin | | | | | | Director | | | | | | December [removed: 15, 2023] [added: 20, 2024] | | |

| /s/ Patrick T. Gallagher | | | | | | Director | | | | | | December [removed: 15, 2023] [added: 20, 2024] | | |

| /s/ Devinder Kumar | | | | | | Director | | | | | | December [removed: 15, 2023] [added: 20, 2024] | | |

| /s/ T. Michael Nevens | | | | | | Director | | | | | | December [removed: 15, 2023] [added: 20, 2024] | | |

| /s/ Joanne B. Olsen | | | | | | Director | | | | | | December [removed: 15, 2023] [added: 20, 2024] | | |

| /s/ Mary G. Puma | | | | | | Director | | | | | | December [removed: 15, 2023] [added: 20, 2024] | | |

| [removed: 3.1] [added: 10.15] | | | | | | [removed: [Amended and Restated Certificate of Incorporation of Ciena Corporation](http://www.sec.gov/Archives/edgar/data/936395/000095013308001294/w51425exv3w1.htm)] [added: [Ciena Corporation 2008 Omnibus Incentive Plan*](https://www.sec.gov/Archives/edgar/data/936395/000095013308001294/w51425exv10w1.htm)] | | | | | | 8-K (000-21969) | | | | | | [removed: 3.1] [added: 10.1] | | | | | | 3/27/2008 | | | | | | | | |

| 3.2 | | | | | | [Amended and Restated Bylaws of Ciena [removed: Corporation](https://www.sec.gov/Archives/edgar/data/936395/000119312523017784/d455318dex31.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/936395/000093639524000037/amendedandrestatedbylaws-w.htm)] | | | | | | 8-K (001-36250) | | | | | | 3.1 | | | | | | [removed: 1/27/2023] [added: 12/12/2024] | | | | | | | | |

| 4.1 | | | | | | [Specimen Stock [removed: Certificate](http://www.sec.gov/Archives/edgar/data/936395/000095013307005124/w44618exv4w1.htm)] [added: Certificate](https://www.sec.gov/Archives/edgar/data/936395/000095013307005124/w44618exv4w1.htm)] | | | | | | 10-K (000-21969) | | | | | | 4.1 | | | | | | 12/27/2007 | | | | | | | | |

| 10.1 | | | | | | [Ciena Corporation 2017 Omnibus Incentive [removed: Plan*](http://www.sec.gov/Archives/edgar/data/936395/000093639517000026/ex101cienacorp2017omnibusi.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/936395/000093639517000026/ex101cienacorp2017omnibusi.htm)] | | | | | | 8-K (001-36250) | | | | | | 10.1 | | | | | | 3/29/2017 | | | | | | | | |

| [removed: 10.3] [added: 10.6] | | | | | | [Form of Employee Restricted Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan (revised 2023)*](https://www.sec.gov/Archives/edgar/data/936395/000093639523000044/ex103-2017planxrsuagreemen.htm) | | | | | | [removed: —] [added: 10-K (001-36250)] | | | | | | [removed: —] [added: 10.3] | | | | | | [removed: X] [added: 12/15/2023] | | | | | | | | |

| [removed: 10.4] [added: 10.7] | | | | | | [Form of Performance Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan (revised 2023)*](https://www.sec.gov/Archives/edgar/data/936395/000093639523000034/ex102-2017planxpsuagreemen.htm) | | | | | | 10-Q (001-36250) | | | | | | 10.2 | | | | | | 9/6/2023 | | | | | | | | |

| [removed: 10.5] [added: 10.8] | | | | | | [Form of Market Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan (revised 2023)*](https://www.sec.gov/Archives/edgar/data/936395/000093639523000034/ex103-2017msuagreementq323.htm) | | | | | | 10-Q (001-36250) | | | | | | 10.3 | | | | | | 9/6/2023 | | | | | | | | |

| [removed: 10.6] [added: 10.12] | | | | | | [Form of Employee Restricted Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/936395/000093639523000044/ex103-2017planxrsuagreemen.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/936395/000093639520000042/ex103-2017rsuagree201218.htm)] | | | | | | 10-K (001-36250) | | | | | | 10.3 | | | | | | 12/18/2020 | | | | | | | | |

| [removed: 10.7] [added: 10.4] | | | | | | [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 | | | | | | | | |