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 April 27, 2024

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 or organization)

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 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 as of May 31, 2024
Common Stock, par value $0.01 per share143,705,017

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 Six Months Ended April 27, 2024 and April 29, 20233
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarters and Six Months Ended April 27, 2024 and April 29, 20234
Condensed Consolidated Balance Sheets at April 27, 2024 and October 28, 20235
Condensed Consolidated Statements of Cash Flows for the Six Months Ended April 27, 2024 and April 29, 20236
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended April 27, 2024 and April 29, 20237
Notes to Condensed Consolidated Financial Statements8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations25
Item 3. Quantitative and Qualitative Disclosures About Market Risk38
Item 4. Controls and Procedures38
PART II — OTHER INFORMATION
Item 1. Legal Proceedings39
Item 1A. Risk Factors39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds41
Item 3. Defaults Upon Senior Securities41
Item 4. Mine Safety Disclosures41
Item 5. Other Information41
Item 6. Exhibits42
Signatures43

PART I – FINANCIAL INFORMATION

Next: Item 1. Financial Statements