Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark one)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 30, 2022

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36250

Ciena Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

7035 Ridge Road, Hanover, MD

(Address of principal executive offices)

23-2725311

(I.R.S. Employer Identification No.)

21076

(Zip Code)

(410) 694-5700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareCIENNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

ClassOutstanding at September 2, 2022
Common Stock, par value $0.01 per share148,141,810

CIENA CORPORATION

INDEX

FORM 10-Q

PAGE NUMBER
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)3
Condensed Consolidated Statements of Operations for the Quarters and Nine Months Ended July 30, 2022 and July 31, 20213
Condensed Consolidated Statements of Comprehensive Income for the Quarters and Nine Months Ended July 30, 2022 and July 31, 20214
Condensed Consolidated Balance Sheets at July 30, 2022 and October 30, 20215
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended July 30,2022 and July 31, 20216
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended July 30, 2022 and July 31, 20217
Notes to Condensed Consolidated Financial Statements8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations27
Item 3. Quantitative and Qualitative Disclosures About Market Risk41
Item 4. Controls and Procedures41
PART II — OTHER INFORMATION
Item 1. Legal Proceedings42
Item 1A. Risk Factors42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds45
Item 3. Defaults Upon Senior Securities46
Item 4. Mine Safety Disclosures46
Item 5. Other Information46
Item 6. Exhibits47
Signatures48

PART I – FINANCIAL INFORMATION

Next: Item 1. Financial Statements