Item 1. Financial Statements

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Item 1. Financial Statements

CIENA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

Quarter Ended
January 31,February 1,
20262025
Revenue:
Products$1,179,870$854,785
Services247,172217,475
Total revenue1,427,0421,072,260
Cost of goods sold:
Products666,574490,804
Services134,948109,635
Total cost of goods sold801,522600,439
Gross profit625,520471,821
Operating expenses:
Research and development221,458192,663
Selling and marketing148,867136,504
General and administrative59,24353,902
Significant asset impairments and restructuring costs1,4981,544
Amortization of intangible assets4,7366,545
Acquisition and integration costs306—
Total operating expenses436,108391,158
Income from operations189,41280,663
Interest and other income, net12,95711,578
Interest expense(21,254)(22,918)
Loss on extinguishment and modification of debt—(729)
Income before income taxes181,11568,594
Provision for income taxes30,83224,022
Net income$150,283$44,572
Basic net income per common share$1.06$0.31
Diluted net income per potential common share$1.03$0.31
Weighted average basic common shares outstanding141,676142,880
Weighted average dilutive potential common shares outstanding145,799145,944

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

CIENA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

Quarter Ended
January 31,February 1,
20262025
Net income$150,283$44,572
Unrealized loss on available-for-sale securities, net of tax(37)(345)
Unrealized gain (loss) on foreign currency forward contracts, net of tax5,628(4,484)
Unrealized gain on interest rate swaps, net of tax5561,953
Change in cumulative translation adjustments10,165(17,702)
Other comprehensive income (loss)16,312(20,578)
Total comprehensive income$166,595$23,994

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

CIENA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

January 31, 2026November 1, 2025
ASSETS
Current assets:
Cash and cash equivalents$1,123,413$1,091,952
Short-term investments176,315216,148
Accounts receivable, net of allowance for credit losses of $11.2 million as of both January 31, 2026 and November 1, 2025967,408975,856
Inventories, net845,823826,235
Prepaid expenses and other427,918455,316
Total current assets3,540,8773,565,507
Long-term investments69,87657,142
Equipment, building, furniture and fixtures, net437,838386,779
Operating right-of-use assets40,48438,613
Goodwill521,712521,204
Other intangible assets, net212,689224,210
Deferred tax asset, net877,995884,889
Other long-term assets190,888186,323
Total assets$5,892,359$5,864,667
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$547,221$542,841
Accrued liabilities and other short-term obligations395,881531,081
Deferred revenue290,418208,936
Operating lease liabilities13,27313,956
Current portion of long-term debt11,58011,580
Total current liabilities1,258,3731,308,394
Long-term deferred revenue100,45594,850
Other long-term obligations182,329175,426
Long-term operating lease liabilities34,10032,516
Long-term debt, net1,524,7441,524,158
Total liabilities3,100,0013,135,344
Commitments and contingencies (Note 18)
Stockholders’ equity:
Preferred stock – par value $0.01; 20,000,000 shares authorized; zero shares issued and outstanding——
Common stock – par value $0.01; 290,000,000 shares authorized; 141,452,656 and 141,016,300 shares issued and outstanding1,4151,410
Additional paid-in capital5,849,4925,953,057
Accumulated other comprehensive loss(38,723)(55,035)
Accumulated deficit(3,019,826)(3,170,109)
Total stockholders’ equity2,792,3582,729,323
Total liabilities and stockholders’ equity$5,892,359$5,864,667

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

CIENA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

Three Months Ended
January 31,February 1,
20262025
Cash flows provided by operating activities:
Net income$150,283$44,572
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements32,30924,679
Share-based compensation expense49,82740,806
Amortization of intangible assets11,5218,778
Deferred taxes(7,043)(17,085)
Provision for inventory excess and obsolescence21,83210,918
Provision for warranty8,1855,697
Other(1,545)(6,655)
Changes in assets and liabilities:
Accounts receivable9,406(33,454)
Inventories(41,228)(35,844)
Prepaid expenses and other40,02492,036
Operating lease right-of-use assets2,8792,902
Accounts payable, accruals and other obligations(130,907)(49,577)
Deferred revenue86,01320,311
Short- and long-term operating lease liabilities(3,911)(4,361)
Net cash provided by operating activities227,645103,723
Cash flows used in investing activities:
Payments for equipment, furniture and fixtures(73,885)(26,884)
Purchases of investments(39,919)(97,024)
Proceeds from sales and maturities of investments68,88255,061
Settlement of foreign currency forward contracts, net1,0361,757
Net cash used in investing activities(43,886)(67,090)
Cash flows used in financing activities:
Proceeds from modification of debt, net—19,175
Cash paid for extinguishment of debt—(19,175)
Payment of long-term debt—(2,895)
Payment of debt issuance costs—(10)
Payment of finance lease obligations(1,158)(1,020)
Shares repurchased for tax withholdings on vesting of stock unit awards(90,100)(25,489)
Repurchases of common stock - repurchase program, net(80,513)(81,176)
Proceeds from issuance of common stock17,22617,133
Net cash used in financing activities(154,545)(93,457)
Effect of exchange rate changes on cash, cash equivalents and restricted cash2,247(3,289)
Net increase (decrease) in cash, cash equivalents and restricted cash31,461(60,113)
Cash, cash equivalents and restricted cash at beginning of period1,092,197935,026
Cash, cash equivalents and restricted cash at end of period$1,123,658$874,913
Supplemental disclosure of cash flow information
Cash paid during the period for interest, net$16,879$25,559
Cash paid during the period for income taxes, net$10,718$10,426
Operating lease payments$4,516$4,762
Non-cash investing and financing activities
Purchase of equipment in accounts payable$14,910$4,735
Repurchase of common stock in accrued liabilities from repurchase program, net$2,579$4,198
Operating right-of-use assets subject to lease liability$4,894$1,056

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

CIENA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)

Common Stock SharesPar ValueAdditional Paid-in-CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Stockholders’ Equity
Balance at November 1, 2025141,016,300$1,410$5,953,057$(55,035)$(3,170,109)$2,729,323
Net income————150,283150,283
Other comprehensive income———16,312—16,312
Repurchase of common stock - repurchase program, net(371,997)(4)(80,509)——(80,513)
Issuance of shares from employee equity plans1,206,7811317,213——17,226
Share-based compensation expense——49,827——49,827
Shares repurchased for tax withholdings on vesting of stock unit awards(398,428)(4)(90,096)——(90,100)
Balance at January 31, 2026141,452,656$1,415$5,849,492$(38,723)$(3,019,826)$2,792,358
Common Stock SharesPar ValueAdditional Paid-in-CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Stockholders’ Equity
Balance at November 2, 2024142,656,116$1,427$6,154,869$(46,711)$(3,293,447)$2,816,138
Net income————44,57244,572
Other comprehensive loss———(20,578)—(20,578)
Repurchase of common stock - repurchase program, net(1,016,970)(10)(79,193)——(79,203)
Issuance of shares from employee equity plans1,186,9631117,122——17,133
Share-based compensation expense——40,806——40,806
Shares repurchased for tax withholdings on vesting of stock unit awards(297,599)(3)(25,486)——(25,489)
Balance at February 1, 2025142,528,510$1,425$6,108,118$(67,289)$(3,248,875)$2,793,379

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

CIENA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(1) INTERIM FINANCIAL STATEMENTS

The interim financial statements for Ciena Corporation and its wholly owned subsidiaries (“Ciena”) included herein have been prepared by Ciena, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States (“GAAP”) requires Ciena to make judgments, assumptions, and estimates that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Among other things, these estimates form the basis for judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. To the extent that there are material differences between Ciena’s estimates and actual results, Ciena’s consolidated financial statements will be affected.

In the opinion of management, the financial statements included in this report reflect all normal recurring adjustments that Ciena considers necessary for the fair statement of the results of operations of Ciena for the interim periods covered and of the financial position of Ciena at the date of the interim balance sheets. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. The Condensed Consolidated Balance Sheet as of November 1, 2025 was derived from audited financial statements but does not include all disclosures required by GAAP. However, Ciena believes that the disclosures are adequate to understand the information presented herein. The operating results for interim periods are not necessarily indicative of the operating results for the entire year. These financial statements should be read in conjunction with Ciena’s audited consolidated financial statements and the notes thereto included in Ciena’s Annual Report on Form 10-K for the fiscal year ended November 1, 2025 (the “2025 Annual Report”).

Ciena has a 52 or 53-week fiscal year, with quarters ending on the Saturday nearest to the last day of January, April, July, and October, respectively, of each year. Fiscal 2026 and Fiscal 2025 are each 52-week fiscal years.

**(2)**SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes to Ciena’s significant accounting policies, compared to the accounting policies described in Note 1, Ciena Corporation and Significant Accounting Policies and Estimates, in “Notes to Consolidated Financial Statements” in Item 8 of Part II of the 2025 Annual Report.

Accounting Standards - Not Yet Effective

In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvement to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures to decision makers. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and will result in changes to certain 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. The amendments are applied on a prospective basis; however, retrospective application is permitted.

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 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027; however, early adoption is permitted. ASU 2024-03 allows for adoption using either a prospective or retrospective method. Ciena is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU No. 2025-05 (“ASU 2025-05”), Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, to introduce a practical expedient for all entities, which simplifies the calculation required for estimating credit losses and assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods; however, early adoption is permitted. ASU 2025-25 allows for adoption using a prospective method. Ciena is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06 (“ASU 2025-06”), Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) to modernize the accounting for software costs that are accounted for under Subtopic 350-40 by shifting away from prescriptive and sequential software development stages to an incremental and iterative method when capitalizing software costs. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. Ciena is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-11 (“ASU 2025-11”), Interim Reporting (Topic 270): Narrow-Scope Improvements, to improve the navigability of required interim disclosures, clarify when that guidance applies, and provide additional guidance on what disclosures should be provided in interim reporting periods. ASU 2025-11 is effective for interim reporting periods with annual reporting periods beginning after December 15, 2027, early adoption is permitted. ASU 2025-11 allows for adoption using the prospective or retrospective method. Ciena is currently evaluating the impact of this ASU on its interim financial statements and related disclosures.

(3) REVENUE

Segment and Product Line Disaggregation of Revenue

Ciena’s disaggregated segment and product line revenue as presented below depicts the nature, amount, and timing of revenue and cash flows for similar groupings of Ciena’s various offerings. The sales cycle, contractual obligations, customer requirements, and go-to-market strategies may differ for each of its product categories, resulting in different economic risk profiles for each category. Ciena has the following operating segments for reporting purposes: (i) Networking Platforms; (ii) Platform Software and Services; (iii) Blue Planet Automation Software and Services; and (iv) Global Services. See Note 17 below.

The tables below set forth Ciena’s disaggregated revenue for the respective periods (in thousands):

Quarter Ended January 31, 2026
SegmentTotal
Networking PlatformsPlatform Software and ServicesBlue Planet Automation Software and ServicesGlobal Services
Product lines:
Optical Networking$1,023,162$—$—$—$1,023,162
Routing and Switching126,006———126,006
Platform Software and Services—93,384——93,384
Blue Planet Automation Software and Services——20,420—20,420
Maintenance, Support, and Learning———87,55187,551
Implementation———67,94967,949
Advisory and Enablement———8,5708,570
Total revenue by product line$1,149,168$93,384$20,420$164,070$1,427,042
Timing of revenue recognition:
Products and services at a point in time$1,149,168$29,183$1,894$16,887$1,197,132
Products and services transferred over time—64,20118,526147,183229,910
Total revenue by timing of revenue recognition$1,149,168$93,384$20,420$164,070$1,427,042
Quarter Ended February 1, 2025
SegmentTotal
Networking PlatformsPlatform Software and ServicesBlue Planet Automation Software and ServicesGlobal Services
Product lines:
Optical Networking$727,973$—$—$—$727,973
Routing and Switching93,169———93,169
Platform Software and Services—95,067——95,067
Blue Planet Automation Software and Services——26,032—26,032
Maintenance, Support, and Learning———74,57374,573
Implementation———47,68247,682
Advisory and Enablement———7,7647,764
Total revenue by product line$821,142$95,067$26,032$130,019$1,072,260
Timing of revenue recognition:
Products and services at a point in time$821,142$28,931$10,427$6,133$866,633
Products and services transferred over time—66,13615,605123,886205,627
Total revenue by timing of revenue recognition$821,142$95,067$26,032$130,019$1,072,260
  • Networking Platforms revenue reflects sales of Ciena’s Optical Networking and Routing and Switching product lines.

  • Optical Networking - includes the 6500 Packet-Optical Platform, the Waveserver® system, the 6500 Reconfigurable Line System (RLS), coherent pluggable transceivers, and other optical networking products. These products are often combined and sold as solutions that address network applications including cloud and AI networking, datacenter interconnect, long haul, metro, submarine connectivity, and managed optical fiber networks (MOFN).

  • Routing and Switching - includes the 3000 family of service delivery platforms and 5000 family of service aggregation platforms, the 8100 Coherent IP networking platforms, virtualization software, and other routing and switching portfolio products. Ciena also uses certain of these products to create its out-of-band data center management (DCOM) solutions.

Revenue from this segment is included in product revenue on the Condensed Consolidated Statements of Operations.

  • Platform Software and Services revenue reflects sales of Ciena’s Platform Software and Platform Services.

  • Platform Software - includes Ciena’s Navigator Network Control SuiteTM domain controller solution and its applications, and legacy software solutions.

  • Platform Services - includes subscription, support, and consulting services related to Ciena’s software platforms, operating system software and enhanced software features embedded in each of the Networking Platforms product lines above.

Revenue from the software portion of this segment is included in product revenue on the Condensed Consolidated Statements of Operations. Revenue from services portion of this segment is included in services revenue on the Condensed Consolidated Statements of Operations.

  • Blue Planet Automation Software and Services revenue reflects sales of Blue Planet Automation Software and Blue Planet Services.

  • Blue Planet Automation Software - includes inventory management, orchestration, route optimization and analysis, and unified assurance and analytics software.

  • Blue Planet Services - includes subscription, installation, support, consulting and design services related to the Blue Planet Automation Platform.

Revenue from the software portion of this segment is included in product revenue on the Condensed Consolidated Statements of Operations. Revenue from the services portion of this segment is included in services revenue on the Condensed Consolidated Statements of Operations.

  • Global Services revenue reflects sales of a broad range of Ciena’s services for advisory and enablement, implementation, and maintenance, support, and learning activities.

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

Revenue Recognition

  • Revenue from the Networking Platforms segment includes, in addition to the products described above, sales of operating system software and enhanced software features embedded therein, which are each considered distinct performance obligations for which the revenue is generally recognized upfront at a point in time upon transfer of control.

  • Revenue from software platforms typically reflects either perpetual or term-based software licenses, and these sales are considered distinct performance obligations where revenue is generally recognized upfront at a point in time upon transfer of control.

  • Revenue from software subscription and support is recognized ratably over the period during which the services are performed.

  • Revenue from professional services for customization, consulting, and design services relating to Ciena’s software offerings is recognized over time with Ciena applying the input method to determine the amount of revenue to be recognized in a given period.

  • Revenue from maintenance and support is recognized ratably over the period during which the services are performed.

  • Revenue from implementation services and advisory and enablement services is generally recognized over time with Ciena applying the input method to determine the amount of revenue to be recognized in a given period.

  • Revenue from learning services is generally recognized at a point in time upon completion of the service.

For additional information on Ciena’s revenue recognition policy, see “Notes to Consolidated Financial Statements” in Item 8 of Part II of the 2025 Annual Report.

Geographic Disaggregation of Revenue

Ciena reports its sales geographically in the following markets: (i) the United States, Canada, the Caribbean and Latin America (“Americas”); (ii) Europe, Middle East and Africa (“EMEA”); and (iii) Asia Pacific, Japan and India (“APAC”). Within each geographic area, Ciena maintains specific teams or personnel that focus on a particular region, country, customer, or market vertical. These teams include sales management, account salespersons, and sales engineers, as well as services professionals and commercial management personnel. The following table reflects Ciena’s geographic distribution of revenue principally based on the relevant location for Ciena’s delivery of products and performance of services.

For the periods indicated, Ciena’s geographic distribution of revenue was as follows (in thousands):

Quarter Ended
January 31,February 1,
20262025
Geographic distribution:
Americas$1,118,223$795,632
EMEA200,587157,916
APAC108,232118,712
Total revenue by geographic distribution$1,427,042$1,072,260

Ciena’s revenue includes $1.08 billion and $752.5 million from the United States for the first quarter of fiscal 2026 and 2025, respectively. No other country accounted for 10% or more of total revenue for the periods indicated in the above table.

For the periods indicated, the only customers that accounted for 10% or more of total revenue were as follows (in thousands):

Quarter Ended
January 31,February 1,
20262025
Cloud provider A$330,981$168,896
Cloud provider B160,206n/a*
Service provider A185,804n/a*
Service provider Bn/a*111,024
Total$676,991$279,920

*Denotes revenue representing less than 10% of total revenue for the indicated period

Service provider A purchased products from each of Ciena’s operating segments for the periods presented. The other 10% customers included in the table above purchased products from Ciena’s Networking Platforms, Platform Software and Services, and Global Services operating segments for each of the periods presented.

Contract Balances

The following table provides information about receivables, contract assets, and contract liabilities (deferred revenue) from contracts with customers (in thousands):

Balance atBalance at
January 31, 2026November 01, 2025
Accounts receivable, net$967,408$975,856
Long-term accounts receivable$27,359$28,610
Deferred revenue$390,873$303,786
Contract assets for unbilled accounts receivable, net$146,208$157,868

Ciena’s contract assets represent unbilled accounts receivable, net where transfer of a product or service has occurred but invoicing is conditional upon completion of future performance obligations. These amounts are primarily related to implementation and professional services arrangements where transfer of control has occurred, but Ciena has not yet invoiced the customer. Contract assets are included in prepaid expenses and other on the Condensed Consolidated Balance Sheets.

Contract liabilities consist of deferred revenue and represent advanced payments against non-cancelable customer orders received prior to revenue recognition. Ciena recognized approximately $88.2 million and $74.5 million of revenue during the first three months of fiscal 2026 and 2025, respectively, that was included in the deferred revenue balance at November 1, 2025 and November 2, 2024, respectively. Revenue recognized due to changes in transaction price from performance obligations satisfied or partially satisfied in previous periods was immaterial during the three months ended January 31, 2026 and February 1, 2025.

As of the dates indicated, deferred revenue is comprised of the following (in thousands):

January 31, 2026November 1, 2025
Products$97,509$65,382
Services293,364238,404
Total deferred revenue390,873303,786
Less current portion(290,418)(208,936)
Long-term deferred revenue$100,455$94,850

Capitalized Contract Acquisition Costs

Capitalized contract acquisition costs consist of deferred sales commissions, and were $32.9 million and $37.4 million as of January 31, 2026 and November 1, 2025, respectively. Capitalized contract acquisition costs were included in (i) prepaid expenses and other and (ii) other long-term assets on the Condensed Consolidated Balance Sheets. The amortization expense associated with these costs was $10.8 million and $8.5 million during the first three months of fiscal 2026 and 2025, respectively, and was included in selling and marketing expense on the Condensed Consolidated Statements of Operations.

Remaining Performance Obligations

Remaining performance obligations (“RPO”) are comprised of non-cancelable customer purchase orders for products and services that are awaiting transfer of control for revenue recognition under the applicable contract terms. As of January 31, 2026, the aggregate amount of RPO was $2.3 billion. As of January 31, 2026, Ciena expects approximately 85% of the RPO to be recognized as revenue within the next 12 months.

**(4)**SIGNIFICANT ASSET IMPAIRMENT AND RESTRUCTURING COSTS

Restructuring Costs

Ciena regularly monitors its spending to optimize operating expenses and to ensure that its strategic investments are aligned with its highest-growth demand opportunities. The following table sets forth the restructuring activity and balance of the restructuring liability accounts, which are included in accrued liabilities and other short-term obligations on the Condensed Consolidated Balance Sheets for the three months ended January 31, 2026 (in thousands):

Workforce restructuringOther restructuring activitiesTotal
Balance at November 1, 2025$8,436$—$8,436
Charges1,010488(1)1,498
Cash payments(7,840)(488)(8,328)
Balance at January 31, 2026$1,606$—$1,606
Current restructuring liabilities$1,606$—$1,606

(1) Primarily represents costs related to restructured real estate facilities.

The following table sets forth the restructuring activity and balance of the restructuring liability accounts, which are included in accrued liabilities and other short-term obligations on the Condensed Consolidated Balance Sheets for the three months ended February 1, 2025 (in thousands):

Workforce restructuringOther restructuring activitiesTotal
Balance at November 2, 2024$1,927$—$1,927
Charges2781,266(1)1,544
Cash payments(1,762)(1,266)(3,028)
Balance at February 1, 2025$443$—$443
Current restructuring liabilities$443$—$443

(1) Primarily represents costs related to restructured real estate facilities.

**(5)**INTEREST AND OTHER INCOME, NET

The components of interest and other income, net, are as follows for the periods indicated (in thousands):

Quarter Ended
January 31,February 1,
20262025
Interest income$14,391$13,710
Gains (losses) on non-hedge designated foreign currency forward contracts (1)942(2,873)
Foreign currency exchange gains (losses) (2)(4,644)1,240
Other2,268(499)
Interest and other income, net$12,957$11,578

(1) Ciena has forward contracts in place to hedge its foreign exchange exposure in order to reduce the variability in various currencies of certain balance sheet items. 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 income, net, on the Condensed Consolidated Statements of Operations.

(2) Ciena Corporation, as the U.S. parent entity, uses the U.S. Dollar as its functional currency; however, some of its foreign branch offices and subsidiaries use local currencies as their functional currencies. The related remeasurement adjustments were recorded in interest and other income, net, on the Condensed Consolidated Statements of Operations.

(6) INCOME TAXES

The effective tax rate for the first quarter of fiscal 2026 was lower than the effective tax rate for the first quarter of fiscal 2025. The decrease was primarily due to an income tax benefit for share-based compensation expense and change in mix of earnings in jurisdictions with lower tax rates.

The Organization for Economic Co-operation and Development (OECD) has introduced a framework to implement a global minimum tax of 15% for certain highly profitable multinational companies, referred to as Pillar Two or the minimum tax directive. While the Unites States has not enacted legislation to adopt Pillar Two, certain countries in which Ciena operates have enacted legislation and many aspects of Pillar Two were effective for Ciena beginning in fiscal 2025. Pillar Two taxes are considered an alternative minimum tax accounted for as a period cost that could impact the effective tax rate in the year the Pillar Two tax obligation arises. Therefore, deferred taxes will not be recognized for the estimated effects of future minimum taxes. Pillar Two does not have a material effect on Ciena’s effective tax rate, financial results or cash flows for fiscal 2026.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the United States. The OBBBA includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions such as bonus depreciation and expensing of domestic research and experimental expenditures. The legislation has multiple effective dates, with certain provisions taking effect in fiscal 2025 and fiscal 2026 and others to be implemented through fiscal 2027. Ciena expects future cash tax savings, but does not expect a material impact on its future effective tax rate. The legislation will not have a material impact on Ciena’s consolidated financial statements in fiscal 2026.

**(7)**CASH EQUIVALENT, SHORT-TERM AND LONG-TERM INVESTMENTS

As of the dates indicated, investments classified as available-for-sale are comprised of the following (in thousands):

January 31, 2026
Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
U.S. government obligations$119,105$244$—$119,349
Corporate debt securities123,152273—123,425
Time deposits81,9205—81,925
$324,177$522$—$324,699
Included in cash equivalents$78,508$—$—$78,508
Included in short-term investments175,988327—176,315
Included in long-term investments69,681195—69,876
$324,177$522$—$324,699
November 1, 2025
Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
U.S. government obligations$147,466$304$—$147,770
Corporate debt securities119,808260—120,068
Time deposits74,9846—74,990
$342,258$570$—$342,828
Included in cash equivalents$69,538$—$—$69,538
Included in short-term investments215,786362—216,148
Included in long-term investments56,934208—57,142
$342,258$570$—$342,828

The following table summarizes the legal maturities of debt investments as of January 31, 2026 (in thousands):

Amortized CostEstimated Fair Value
Less than one year$254,496$254,823
Due in 1-2 years69,68169,876
$324,177$324,699

**(8)**FAIR VALUE MEASUREMENTS

As of the dates indicated, the following tables summarize the assets and liabilities that were recorded at fair value on a recurring basis (in thousands):

January 31, 2026
Level 1Level 2Level 3Total
Assets:
Money market funds$665,777$—$—$665,777
Bond mutual fund119,119——119,119
Time deposits81,925——81,925
Deferred compensation plan assets24,823——24,823
U.S. government obligations—119,349—119,349
Corporate debt securities—123,425—123,425
Foreign currency forward contracts—9,888—9,888
Interest rate swaps—435—435
Total assets measured at fair value$891,644$253,097$—$1,144,741
Liabilities:
Foreign currency forward contracts$—$5,060$—$5,060
Interest rate swaps—1,054—1,054
Deferred compensation plan liabilities24,812——24,812
Total liabilities measured at fair value$24,812$6,114$—$30,926
November 1, 2025
Level 1Level 2Level 3Total
Assets:
Money market funds$713,707$—$—$713,707
Bond mutual fund117,931——117,931
Time deposits74,990——74,990
Deferred compensation plan assets21,179——21,179
U.S. government obligations—147,770—147,770
Corporate debt securities—120,068—120,068
Foreign currency forward contracts—3,236—3,236
Total assets measured at fair value$927,807$271,074$—$1,198,881
Liabilities:
Foreign currency forward contracts$—$6,314$—$6,314
Forward starting interest rate swaps—1,345—1,345
Total liabilities measured at fair value$—$7,659$—$7,659

As of the dates indicated, the assets and liabilities above were presented on Ciena’s Condensed Consolidated Balance Sheets as follows (in thousands):

January 31, 2026
Level 1Level 2Level 3Total
Assets:
Cash equivalents$862,052$1,352$—$863,404
Short-term investments4,769171,546—176,315
Prepaid expenses and other—9,888—9,888
Long-term investments—69,876—69,876
Other long-term assets24,823435—25,258
Total assets measured at fair value$891,644$253,097$—$1,144,741
Liabilities:
Accrued liabilities and other short-term obligations$—$5,060$—$5,060
Other long-term obligations24,8121,054—25,866
Total liabilities measured at fair value$24,812$6,114$—$30,926
November 1, 2025
Level 1Level 2Level 3Total
Assets:
Cash equivalents$901,077$99$—$901,176
Short-term investments5,551210,597—216,148
Prepaid expenses and other—3,236—3,236
Long-term investments—57,142—57,142
Other long-term assets21,179——21,179
Total assets measured at fair value$927,807$271,074$—$1,198,881
Liabilities:
Accrued liabilities and other short-term obligations$—$6,314$—$6,314
Other long-term obligations—1,345—1,345
Total liabilities measured at fair value$—$7,659$—$7,659

Ciena did not have any transfers between Level 1 and Level 2 fair value measurements during the periods presented.

(9) INVENTORIES

As of the dates indicated, inventories are comprised of the following (in thousands):

January 31, 2026November 1, 2025
Raw materials$596,008$593,783
Work-in-process33,99835,051
Finished goods318,547286,050
Deferred cost of goods sold43,21340,759
Gross inventories991,766955,643
Reserve for inventory excess and obsolescence(145,943)(129,408)
Inventories, net$845,823$826,235

During the first three months of fiscal 2026, Ciena recorded a provision for inventory excess and obsolescence of $21.8 million, primarily related to a decrease in the forecasted demand for certain products. Deductions from the reserve for excess and obsolete inventory relate primarily to sales and disposal activities.

(10) OTHER BALANCE SHEET DETAILS

As of the dates indicated, accrued liabilities and other short-term obligations are comprised of the following (in thousands):

January 31, 2026November 1, 2025
Compensation, payroll related tax and benefits (1)$152,223$281,542
Warranty58,08455,533
Vacation33,17633,708
Interest payable9,8336,101
Income taxes payable8,52910,729
Foreign currency forward contracts5,0596,314
Finance lease liabilities4,9684,741
Other124,009132,413
$395,881$531,081

(1) Reduction is primarily due to the timing of payments related to incentive compensation.

The following table summarizes the activity in Ciena’s accrued warranty for the periods indicated (in thousands):

Beginning BalanceCurrent Period ProvisionsSettlementsEnding Balance
Three Months Ended February 1, 2025$55,2675,697(5,495)$55,469
Three Months Ended January 31, 2026$55,5338,185(5,634)$58,084

(11) DERIVATIVE INSTRUMENTS

Foreign Currency Derivatives

Ciena conducts business globally and is exposed to foreign currency exchange rate changes. To limit this exposure, Ciena enters into foreign currency contracts. Ciena does not enter into such contracts for speculative purposes.

As of January 31, 2026 and November 1, 2025, Ciena had forward contracts to hedge its foreign exchange exposure in order to reduce variability in certain currencies for expenses principally related to research and development activities. The notional amount of these contracts was approximately $455.2 million and $431.4 million as of January 31, 2026 and November 1, 2025, respectively. These foreign exchange contracts have maturities of 24 months or less and have been designated as cash flow hedges.

As of January 31, 2026 and November 1, 2025, Ciena had forward contracts designated as net investment hedges to minimize the effect of foreign exchange rate movements on its net investments in foreign operations. The notional amount of these contracts was approximately $60.0 million and $62.0 million as of January 31, 2026 and November 1, 2025, respectively. These foreign exchange contracts have maturities of 36 months or less and have been designated as net investment hedges.

As of January 31, 2026 and November 1, 2025, Ciena had forward contracts in place to hedge its foreign exchange exposure in order to reduce the variability in various currencies of certain balance sheet items. The notional amount of these contracts was approximately $48.0 million and $175.7 million as of January 31, 2026 and November 1, 2025, respectively. These foreign exchange contracts have maturities of 12 months or less and have not been designated as hedges for accounting purposes.

Interest Rate Derivatives

Ciena is exposed to floating rates of interest on its term loan borrowings (see Note 12 below) and has hedged such risk by entering into floating-to-fixed interest rate swap arrangements (“interest rate swaps”).

In January 2023, Ciena entered into interest rate swaps to fix the Secured Overnight Financing Rate (“SOFR”) for $350.0 million of its floating rate debt at 3.47% through January 2028. The total notional amount of such swaps in effect was $350.0 million as of January 31, 2026 and November 1, 2025.

In December 2023, Ciena entered into forward starting interest rate swaps to fix SOFR for an additional $350.0 million of its floating rate debt at 3.287% from September 2025 through December 2028. The total notional amount of such swaps in effect was $350.0 million as of January 31, 2026 and November 1, 2025.

Ciena expects the variable rate payments to be received under the terms of these interest rate swaps to offset exactly the forecasted variable rate payments on the equivalent notional amount of the Refinanced 2030 Term Loan (as defined in Note 12 below). These derivative contracts have been designated as cash flow hedges.

Other information regarding Ciena’s derivatives is immaterial for separate financial statement presentation. See Note 5 and Note 8 above.

(12) SHORT-TERM AND LONG-TERM DEBT

Outstanding Term Loan Payable

Refinanced 2030 Term Loan

On January 17, 2025, Ciena entered into a Refinancing Amendment to its Credit Agreement under which Ciena incurred a new single tranche of senior secured term loans in an aggregate principal amount of approximately $1.16 billion (the “Refinanced 2030 Term Loan”). The Refinanced 2030 Term Loan requires Ciena to make installment payments of $2.9 million quarterly, or $11.6 million annually, with the remaining balance payable at maturity.

The net carrying value of Ciena’s term loan was comprised of the following as of the date indicated (in thousands):

January 31, 2026November 1, 2025
Principal BalanceUnamortized DiscountDeferred Debt Issuance CostsNet Carrying ValueNet Carrying Value
Refinanced 2030 Term Loan$1,146,720$(3,375)$(4,313)$1,139,032$1,138,619

Deferred debt issuance costs are amortized using the straight-line method, which approximates the effect of the effective interest rate, through the maturity of the term loans. The amortization of deferred debt issuance costs for the term loans is included in interest expense and was minimal during both the first three months of fiscal 2026 and fiscal 2025.

As of January 31, 2026, the estimated fair value of the Refinanced 2030 Term Loan was $1.15 billion. Ciena’s term loan is categorized as Level 2 in the fair value hierarchy. Ciena estimated the fair value of its term loan using a market approach based on observable inputs, such as current market transactions involving comparable securities.

Outstanding Senior Notes Payable

2030 Notes

On January 18, 2022, Ciena entered into an Indenture among Ciena, as issuer, certain domestic subsidiaries of Ciena, as guarantors, and U.S. Bank National Association, as trustee, pursuant to which Ciena issued $400.0 million in aggregate principal amount of 4.00% fixed-rate senior notes due 2030 (the “2030 Notes”).

The net carrying value of the 2030 Notes was comprised of the following as of the dates indicated (in thousands):

January 31, 2026November 1, 2025
Principal BalanceDeferred Debt Issuance CostsNet Carrying ValueNet Carrying Value
2030 Notes$400,000$(2,708)$397,292$397,119

Deferred debt issuance costs are amortized using the straight-line method, which approximates the effect of the effective interest rate, through the maturity of the 2030 Notes. The amortization of deferred debt issuance costs for the 2030 Notes is included in interest expense and was minimal during both the first three months of fiscal 2026 and fiscal 2025.

As of January 31, 2026, the estimated fair value of the 2030 Notes was $384.0 million. The 2030 Notes are categorized as Level 2 in the fair value hierarchy. Ciena estimated the fair value of its 2030 Notes using a market approach based on observable inputs, such as current market transactions involving comparable securities.

(13) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in accumulated balances of other comprehensive income (“AOCI”), net of tax, for the three months ended January 31, 2026 (in thousands):

Unrealized Gain (Loss) on
Available-for-sale SecuritiesForeign Currency Forward ContractsInterest Rate SwapsCumulative Translation AdjustmentTotal
Balance at November 1, 2025$422$(3,803)$(1,054)$(50,600)$(55,035)
Other comprehensive gain (loss) before reclassifications(37)5,7331,51110,16517,372
Amounts reclassified from AOCI—(105)(955)—(1,060)
Balance at January 31, 2026$385$1,825$(498)$(40,435)$(38,723)

The following table summarizes the changes in AOCI, net of tax, for the three months ended February 1, 2025 (in thousands):

Unrealized Gain (Loss) on
Available-for-sale SecuritiesForeign Currency Forward ContractsInterest Rate SwapsCumulative Translation AdjustmentTotal
Balance at November 2, 2024$798$(4,880)$8,668$(51,297)$(46,711)
Other comprehensive gain (loss) before reclassifications(345)(6,841)4,377(17,702)(20,511)
Amounts reclassified from AOCI—2,357(2,424)—(67)
Balance at February 1, 2025$453$(9,364)$10,621$(68,999)$(67,289)

All amounts reclassified from AOCI related to settlements on foreign currency forward contracts designated as cash flow hedges, impacted research and development expense on the Condensed Consolidated Statements of Operations. All amounts reclassified from AOCI related to settlements on interest rate swaps designated as cash flow hedges, impacted interest and other income, net, on the Condensed Consolidated Statements of Operations.

(14) EARNINGS PER SHARE CALCULATION

Basic net income per common share (“Basic EPS”) is computed using the weighted average number of common shares outstanding. Diluted net income per potential common share (“Diluted EPS”) is computed using the weighted average number of the following unless the impact of the item is anti-dilutive: (i) common shares outstanding, (ii) shares issuable upon vesting of stock unit awards; and (iii) shares issuable under Ciena’s employee stock purchase plan and upon exercise of outstanding stock options, using the treasury stock method.

The following table presents the calculation of Basic and Diluted EPS for the periods indicated (in thousands, except per share amounts):

Quarter Ended
January 31,February 1,
20262025
Net income$150,283$44,572
Basic weighted average shares outstanding141,676142,880
Effect of dilutive potential common shares4,1233,064
Diluted weighted average shares outstanding145,799145,944
Basic EPS$1.06$0.31
Diluted EPS$1.03$0.31
Anti-dilutive stock unit awards, excluded22989

(15) STOCKHOLDERS’ EQUITY

Stock Repurchase Program

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

During the first three months of fiscal 2026, Ciena repurchased approximately 0.4 million shares of its common stock for an aggregate purchase price of approximately $80.5 million, which equates to an average price of $216.43 per share. As of January 31, 2026, Ciena has (i) repurchased 4.3 million shares for an aggregate purchase price of $410.2 million at an average price of $94.83 per share and (ii) has an aggregate of $589.8 million authorized and remaining under its stock repurchase program. Ciena is required to allocate the purchase price for the shares of Ciena’s stock repurchased as a reduction of common stock and additional paid-in capital.

Stock Repurchases Related to Stock Unit Tax Withholdings

Ciena repurchases shares of its common stock to satisfy employee tax withholding obligations due upon vesting of stock unit awards. The related purchase price of $90.1 million for the shares of Ciena’s stock repurchased during the first three months of fiscal 2026 is reflected as a reduction to stockholders’ equity. Ciena is required to allocate the purchase price of the repurchased shares as a reduction of common stock and additional paid-in capital.

(16) SHARE-BASED COMPENSATION EXPENSE

The following table summarizes share-based compensation expense for the periods indicated (in thousands):

Quarter Ended
January 31,February 1,
20262025
Products$1,822$1,750
Services4,0253,405
Share-based compensation expense included in cost of goods sold5,8475,155
Research and development16,59414,237
Selling and marketing14,75411,597
General and administrative12,6329,827
Share-based compensation expense included in operating expense43,98035,661
Share-based compensation expense capitalized in inventory, net (1)—(10)
Total share-based compensation expense$49,827$40,806

(1) Effective the beginning of fiscal 2026, Ciena will no longer be calculating share-based compensation capitalized in inventory due to immateriality.

As of January 31, 2026, total unrecognized share-based compensation expense was $443.7 million, which relates to unvested stock unit awards and is expected to be recognized over a weighted-average period of 1.6 years.

(17) SEGMENTS AND ENTITY-WIDE DISCLOSURES

Operating segments are defined as components of an enterprise that engage in business activities that earn revenue and incur expense for which discrete financial information is available, and for which such information is evaluated regularly by the chief operating decision maker (“CODM”) for purposes of allocating resources and assessing performance. Ciena has the following operating segments for reporting purposes: (i) Networking Platforms; (ii) Platform Software and Services; (iii) Blue Planet Automation Software and Services; and (iv) Global Services. Ciena’s CODM is its Chief Executive Officer, Gary Smith, who evaluates Ciena’s performance and allocates resources based on segment profit (loss) as compared to annual targets for these four operating segments.

Segment Profit (Loss)

The table below sets forth Ciena’s segment profit (loss) and the reconciliations to consolidated net income for the respective periods indicated (in thousands). The CODM excludes the following items in his assessment of performance of the operating segments: selling and marketing costs; general and administrative costs, significant asset impairments and restructuring costs; share-based compensations expense, amortization of intangible assets; acquisition and integration costs; interest and other income, net; interest expense; loss on extinguishment and modification of debt; and provision for income taxes.

Quarter Ended
January 31,February 1,
20262025
Revenue:
Networking Platforms$1,149,168$821,142
Platform Software and Services93,38495,067
Blue Planet Automation Software and Services20,42026,032
Global Services164,070130,019
Total revenue$1,427,042$1,072,260
Segment gross profit:
Networking Platforms$491,681$334,982
Platform Software and Services80,97981,753
Blue Planet Automation Software and Services5,57714,789
Global Services59,91647,682
Total segment gross profit$638,153$479,206
Research and development expense:
Networking Platforms$175,050$152,820
Platform Software and Services19,26116,330
Blue Planet Automation Software and Services9,3918,289
Global Services1,162985
Total segment research and development expense$204,864$178,424
Segment profit (loss):
Networking Platforms$316,631$182,162
Platform Software and Services61,71865,423
Blue Planet Automation Software and Services(3,814)6,500
Global Services58,75446,697
Total segment profit$433,289$300,782
Less: Unallocated cost of goods sold$12,633$7,385
Less: Unallocated operating and non-operating expenses270,373248,825
Consolidated net income$150,283$44,572

Entity-Wide Reporting

Ciena's long-lived assets, including equipment, building, furniture and fixtures, operating right-of-use (“ROU”) assets, finite-lived intangible assets, goodwill, and maintenance spares, are not reviewed by Ciena's CODM for purposes of evaluating performance and allocating resources. As of January 31, 2026, equipment, building, furniture and fixtures, net, totaled $437.8 million, and operating ROU assets totaled $40.5 million, both of which support asset groups within Ciena’s four operating segments and unallocated selling and general and administrative activities. The following table shows Ciena’s finite-lived intangible assets, goodwill, and maintenance spares allocated by segment and reconciled to total assets (in thousands):

January 31, 2026
Networking PlatformsPlatform Software and ServicesBlue Planet Automation Software and ServicesGlobal ServicesTotal
Other intangible assets, net$212,689———$212,689
Goodwill$276,472156,19189,049—$521,712
Maintenance spares, net$———96,973$96,973
Total assets assigned to segments$831,374
Other unallocated assets5,060,985
Total assets$5,892,359
November 1, 2025
Networking PlatformsPlatform Software and ServicesBlue Planet Automation Software and ServicesGlobal ServicesTotal
Other intangible assets, net$224,210———$224,210
Goodwill$275,964156,19189,049—$521,204
Maintenance spares, net$———92,392$92,392
Total assets assigned to segments$837,806
Other unallocated assets5,026,861
Total assets$5,864,667

The following table shows Ciena’s geographic distribution of equipment, building, furniture and fixtures, net and operating ROU assets (in thousands):

January 31, 2026November 1, 2025
Canada$379,882$325,584
United States41,04244,634
Other International (1)57,39855,174
Total$478,322$425,392

(1) Any country representing less than 10% of total is reflected in aggregate as “Other International.”

(18) COMMITMENTS AND CONTINGENCIES

Tax Contingencies

Ciena is subject to various tax contingencies arising in the ordinary course of business. Ciena does not expect that the ultimate settlement of these contingencies will have a material effect on its financial position or cash flows.

Litigation

Ciena is subject to various legal proceedings, claims, and other matters arising in the ordinary course of business, including those that relate to employment, commercial, tax, and other regulatory matters. Ciena is also subject to intellectual property

related claims, including claims against third parties that may involve contractual indemnification obligations on the part of Ciena. Ciena does not expect that the ultimate costs to resolve such matters will have a material effect on its results of operations, financial position, or cash flows.

Purchase Order Obligations

Ciena has certain advanced orders for supply of certain long lead time components. As of January 31, 2026, Ciena had $1.9 billion in outstanding purchase order commitments to contract manufacturers and component suppliers for inventory. In certain instances, Ciena is permitted to cancel, reschedule or adjust a portion of these orders.

(19) SUBSEQUENT EVENTS

Stock Repurchase Program

From the end of the first quarter of fiscal 2026 through February 27, 2026, Ciena repurchased 83,510 shares of its common stock for an aggregate purchase price of $25.1 million at an average price of $300.29 per share, inclusive of repurchases pending settlement under its current stock repurchase program. As of February 27, 2026, Ciena has an aggregate of $564.7 million of authorized funds remaining under this repurchase program.

U.S. Supreme Court Ruling on Tariffs

On February 20, 2026, the U.S. Supreme Court ruled that a portion of the tariffs that Ciena has been subject to were invalid. Following this ruling, the U.S. Administration issued an executive order imposing a new global tariff. The ruling and the subsequent response by the U.S. Administration leave open a number of complex questions regarding the timing, mechanics and administration of tariff refunds by the U.S. government, if any. Ciena is evaluating the impact these events may have, if any, on its consolidated financial statements and related disclosures.

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