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 EndedSix Months Ended
May 2,May 3,May 2,May 3,
2026202520262025
Revenue:
Products$1,311,488$898,581$2,491,358$1,753,366
Services259,251227,297506,423444,772
Total revenue1,570,7391,125,8782,997,7812,198,138
Cost of goods sold:
Products736,107549,9841,402,6811,040,788
Services143,078123,056278,026232,691
Total cost of goods sold879,185673,0401,680,7071,273,479
Gross profit691,554452,8381,317,074924,659
Operating expenses:
Research and development237,905214,868459,363407,531
Selling and marketing150,039139,683298,906276,187
General and administrative61,22156,952120,464110,854
Significant asset impairments and restructuring costs8051,9482,3033,492
Amortization of intangible assets3,7136,5458,44913,090
Acquisition and integration costs——306—
Total operating expenses453,683419,996889,791811,154
Income from operations237,87132,842427,283113,505
Interest and other income, net14,1117,87127,06819,449
Interest expense(20,922)(21,697)(42,176)(44,615)
Loss on extinguishment and modification of debt———(729)
Income before income taxes231,06019,016412,17587,610
Provision for income taxes12,84010,04743,67234,069
Net income$218,220$8,969$368,503$53,541
Basic net income per common share$1.54$0.06$2.60$0.38
Diluted net income per potential common share$1.49$0.06$2.52$0.37
Weighted average basic common shares outstanding141,949142,503141,834142,704
Weighted average dilutive potential common shares outstanding146,314144,972146,078145,470

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 EndedSix Months Ended
May 2,May 3,May 2,May 3,
2026202520262025
Net income$218,220$8,969$368,503$53,541
Unrealized loss on available-for-sale securities, net of tax(536)(55)(573)(399)
Unrealized gain (loss) on foreign currency forward contracts, net of tax(1,874)11,1703,7546,685
Unrealized gain (loss) on interest rate swaps, net of tax3,723(8,835)4,279(6,882)
Change in cumulative translation adjustments(2,671)25,4147,4947,711
Other comprehensive income (loss)(1,358)27,69414,9547,115
Total comprehensive income$216,862$36,663$383,457$60,656

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)

May 2, 2026November 1, 2025
ASSETS
Current assets:
Cash and cash equivalents$1,045,126$1,091,952
Short-term investments157,708216,148
Accounts receivable, net of allowance for credit losses of $11.0 million and $11.2 million as of May 2, 2026 and November 1, 2025, respectively1,052,569975,856
Inventories, net808,447826,235
Prepaid expenses and other504,314455,316
Total current assets3,568,1643,565,507
Long-term investments200,10657,142
Equipment, building, furniture and fixtures, net445,082386,779
Operating right-of-use assets38,45938,613
Goodwill520,401521,204
Other intangible assets, net202,190224,210
Deferred tax asset, net873,979884,889
Other long-term assets191,068186,323
Total assets$6,039,449$5,864,667
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$606,599$542,841
Accrued liabilities and other short-term obligations439,626531,081
Deferred revenue238,380208,936
Operating lease liabilities12,39613,956
Current portion of long-term debt11,58011,580
Total current liabilities1,308,5811,308,394
Long-term deferred revenue102,10794,850
Other long-term obligations185,001175,426
Long-term operating lease liabilities31,99632,516
Long-term debt, net1,519,5391,524,158
Total liabilities3,147,2243,135,344
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; 141,597,550 and 141,016,300 shares issued and outstanding1,4161,410
Additional paid-in capital5,732,4965,953,057
Accumulated other comprehensive loss(40,081)(55,035)
Accumulated deficit(2,801,606)(3,170,109)
Total stockholders’ equity2,892,2252,729,323
Total liabilities and stockholders’ equity$6,039,449$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)

Six Months Ended
May 2,May 3,
20262025
Cash flows provided by operating activities:
Net income$368,503$53,541
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements67,02149,771
Share-based compensation expense105,30088,767
Amortization of intangible assets22,02017,555
Deferred taxes(10,563)(10,470)
Provision for inventory excess and obsolescence42,48123,431
Provision for warranty16,68510,714
Other603(6,355)
Changes in assets and liabilities:
Accounts receivable(71,555)(20,857)
Inventories(24,690)(76,904)
Prepaid expenses and other(34,047)84,144
Operating lease right-of-use assets5,3495,580
Accounts payable, accruals and other obligations(27,945)(16,755)
Deferred revenue35,44266,493
Short- and long-term operating lease liabilities(7,257)(7,986)
Net cash provided by operating activities487,347260,669
Cash flows used in investing activities:
Payments for equipment, furniture and fixtures(114,933)(55,622)
Purchases of investments(226,731)(159,102)
Proceeds from sales and maturities of investments143,880164,837
Settlement of foreign currency forward contracts, net(31)2,441
Net cash used in investing activities(197,815)(47,446)
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(5,790)(5,790)
Payment of debt issuance costs—(12)
Payment of finance lease obligations(2,371)(2,110)
Shares repurchased for tax withholdings on vesting of stock unit awards(179,420)(42,266)
Repurchases of common stock - repurchase program, net(164,920)(168,197)
Proceeds from issuance of common stock17,22617,132
Net cash used in financing activities(335,275)(201,243)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(1,093)2,937
Net increase (decrease) in cash, cash equivalents and restricted cash(46,836)14,917
Cash, cash equivalents and restricted cash at beginning of period1,092,197935,026
Cash, cash equivalents and restricted cash at end of period$1,045,361$949,943
Supplemental disclosure of cash flow information
Cash paid during the period for interest, net$40,979$43,200
Cash paid during the period for income taxes, net$48,830$55,466
Operating lease payments$8,413$8,812
Non-cash investing and financing activities
Purchase of equipment in accounts payable$12,966$12,545
Repurchase of common stock in accrued liabilities from repurchase program, net$1,320$2,023
Operating right-of-use assets subject to lease liability$6,003$16,351

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————368,503368,503
Other comprehensive income———14,954—14,954
Repurchase of common stock - repurchase program, net(596,088)(6)(163,655)——(163,661)
Issuance of shares from employee equity plans1,823,9101817,208——17,226
Share-based compensation expense——105,300——105,300
Shares repurchased for tax withholdings on vesting of stock unit awards(646,572)(6)(179,414)——(179,420)
Balance at May 2, 2026141,597,550$1,416$5,732,496$(40,081)$(2,801,606)$2,892,225
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————53,54153,541
Other comprehensive income———7,115—7,115
Repurchase of common stock - repurchase program, net(2,242,455)(22)(164,026)——(164,048)
Issuance of shares from employee equity plans1,827,1851817,114——17,132
Share-based compensation expense——88,767——88,767
Shares repurchased for tax withholdings on vesting of stock unit awards(554,764)(6)(42,260)——(42,266)
Balance at May 3, 2025141,686,082$1,417$6,054,464$(39,596)$(3,239,906)$2,776,379

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 2025-05 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; however, 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.

In May 2026, the FASB issued ASU No. 2026-02 (“ASU 2026-02”), Environmental Credits and Environmental Credit Obligations, to clarify the accounting treatment and reporting standards of environmental credits and environmental credit obligations. ASU 2026-02 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 and should be applied on a retrospective basis. Ciena is currently evaluating the impact of this ASU on its consolidated 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 periods indicated (in thousands):

Quarter Ended May 2, 2026
Networking PlatformsPlatform Software and ServicesBlue Planet Automation Software and ServicesGlobal ServicesTotal
Product lines:
Optical Networking$1,099,848$—$—$—$1,099,848
Routing and Switching174,230———174,230
Platform Software and Services—93,878——93,878
Blue Planet Automation Software and Services——23,361—23,361
Maintenance, Support, and Learning———89,28689,286
Implementation———79,70279,702
Advisory and Enablement———10,43410,434
Total revenue by product line$1,274,078$93,878$23,361$179,422$1,570,739
Timing of revenue recognition:
Products and services at a point in time$1,274,078$29,413$8,487$21,543$1,333,521
Services transferred over time—64,46514,874157,879237,218
Total revenue by timing of revenue recognition$1,274,078$93,878$23,361$179,422$1,570,739
Quarter Ended May 3, 2025
Networking PlatformsPlatform Software and ServicesBlue Planet Automation Software and ServicesGlobal ServicesTotal
Product lines:
Optical Networking$773,592$—$—$—$773,592
Routing and Switching92,723———92,723
Platform Software and Services—85,441——85,441
Blue Planet Automation Software and Services——27,951—27,951
Maintenance, Support, and Learning———79,44279,442
Implementation———58,17458,174
Advisory and Enablement———8,5558,555
Total revenue by product line$866,315$85,441$27,951$146,171$1,125,878
Timing of revenue recognition:
Products and services at a point in time$866,315$22,048$10,511$7,844$906,718
Services transferred over time—63,39317,440138,327219,160
Total revenue by timing of revenue recognition$866,315$85,441$27,951$146,171$1,125,878
Six Months Ended May 2, 2026
Networking PlatformsPlatform Software and ServicesBlue Planet Automation Software and ServicesGlobal ServicesTotal
Product lines:
Optical Networking$2,123,010$—$—$—$2,123,010
Routing and Switching300,236———300,236
Platform Software and Services—187,262——187,262
Blue Planet Automation Software and Services——43,781—43,781
Maintenance, Support, and Learning———176,837176,837
Implementation———147,650147,650
Advisory and Enablement———19,00519,005
Total revenue by product line$2,423,246$187,262$43,781$343,492$2,997,781
Timing of revenue recognition:
Products and services at a point in time$2,423,246$58,596$10,381$38,430$2,530,653
Services transferred over time—128,66633,400305,062467,128
Total revenue by timing of revenue recognition$2,423,246$187,262$43,781$343,492$2,997,781
Six Months Ended May 3, 2025
Networking PlatformsPlatform Software and ServicesBlue Planet Automation Software and ServicesGlobal ServicesTotal
Product lines:
Optical Networking$1,501,566$—$—$—$1,501,566
Routing and Switching185,892———185,892
Platform Software and Services—180,508——180,508
Blue Planet Automation Software and Services——53,982—53,982
Maintenance, Support, and Learning———154,014154,014
Implementation———105,857105,857
Advisory and Enablement———16,31916,319
Total revenue by product line$1,687,458$180,508$53,982$276,190$2,198,138
Timing of revenue recognition:
Products and services at a point in time$1,687,458$50,979$20,937$13,977$1,773,351
Services transferred over time—129,52933,045262,213424,787
Total revenue by timing of revenue recognition$1,687,458$180,508$53,982$276,190$2,198,138
  • 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 artificial intelligence (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 the 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 using 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 EndedSix Months Ended
May 2,May 3,May 2,May 3,
2026202520262025
Geographic distribution:
Americas$1,202,214$833,822$2,320,437$1,629,454
EMEA196,037191,585396,625349,501
APAC172,488100,471280,719219,183
Total revenue by geographic distribution$1,570,739$1,125,878$2,997,781$2,198,138

Ciena’s revenue includes $1.2 billion and $0.8 billion of U.S. revenue for the second quarter of fiscal 2026 and 2025, respectively. For the six months ended May 2, 2026 and May 3, 2025, U.S. revenue was $2.2 billion and $1.6 billion, 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 EndedSix Months Ended
May 2,May 3,May 2,May 3,
2026202520262025
Cloud provider A$321,224$151,345$652,206$320,242
Cloud provider B212,288n/a*372,493n/a*
Service providern/a*117,355n/a*228,379
Total$533,512$268,700$1,024,699$548,621

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

The 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 at May 2, 2026Balance at November 1, 2025
Accounts receivable, net$1,052,569$975,856
Long-term accounts receivable$21,265$28,610
Deferred revenue$340,487$303,786
Contract assets for unbilled accounts receivable, net$163,614$157,868

Ciena’s long-term accounts receivable represent unbilled receivables attributable to non-cancellable software licenses recognized as revenue when made available to customers, to be billed in the future.

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 in 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 $149.6 million and $111.3 million of revenue during the first six months of fiscal 2026 and 2025, respectively, that was included in the deferred revenue balance as of 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 six months ended May 2, 2026 and May 3, 2025.

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

May 2, 2026November 1, 2025
Products$31,649$65,382
Services308,838238,404
Total deferred revenue340,487303,786
Less current portion(238,380)(208,936)
Long-term deferred revenue$102,107$94,850

Capitalized Contract Acquisition Costs

Capitalized contract acquisition costs consist of deferred sales commissions and were $35.5 million and $37.4 million as of May 2, 2026 and November 1, 2025, respectively. Capitalized contract acquisition costs were included in (i) prepaid expenses and other, and (ii) other long-term assets. The amortization expense associated with these costs was $19.7 million and $16.7 million during the first six 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. The timing of fulfillment of remaining performance obligations can be impacted by supply conditions. As of May 2, 2026, the aggregate amount of RPO was $2.5 billion. The majority of Ciena’s performance obligations will be satisfied within a year and any remaining performance obligations are typically recognized within three years.

**(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 six months ended May 2, 2026 (in thousands):

Workforce restructuringOther restructuring activitiesTotal
Balance at November 1, 2025$8,436$—$8,436
Charges1,1871,116(1)2,303
Cash payments(8,868)(1,116)(9,984)
Balance at May 2, 2026$755$—$755
Current restructuring liabilities$755$—$755

(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 six months ended May 3, 2025 (in thousands):

Workforce restructuringOther restructuring activitiesTotal
Balance at November 2, 2024$1,927$—$1,927
Charges1,5891,903(1)3,492
Cash payments(2,840)(1,903)(4,743)
Balance at May 3, 2025$676$—$676
Current restructuring liabilities$676$—$676

(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 EndedSix Months Ended
May 2,May 3,May 2,May 3,
2026202520262025
Interest income$13,129$13,435$27,520$27,145
Gains (losses) on non-hedge designated foreign currency forward contracts (1)2225361,164(2,337)
Foreign currency exchange gains (losses) (2)1,913(4,243)(2,732)(3,003)
Other(1,153)(1,857)1,116(2,356)
Interest and other income, net$14,111$7,871$27,068$19,449

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

**(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):

May 2, 2026
Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
U.S. government obligations$208,870$71$(63)$208,878
Corporate debt securities147,15344(106)147,091
Time deposits112,4071—112,408
$468,430$116$(169)$468,377
Included in cash equivalents$110,563$—$—$110,563
Included in short-term investments157,61999(10)157,708
Included in long-term investments200,24817(159)200,106
$468,430$116$(169)$468,377
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 May 2, 2026 (in thousands):

Amortized CostEstimated Fair Value
Less than one year$268,182$268,271
Due in 1-2 years200,248200,106
$468,430$468,377

**(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):

May 2, 2026
Level 1Level 2Level 3Total
Assets:
Money market funds$583,123$—$—$583,123
Bond mutual fund120,116——120,116
Time deposits112,408——112,408
Deferred compensation plan assets25,443——25,443
U.S. government obligations—208,878—208,878
Corporate debt securities—147,091—147,091
Foreign currency forward contracts—12,432—12,432
Interest rate swaps—4,240—4,240
Total assets measured at fair value$841,090$372,641$—$1,213,731
Liabilities:
Foreign currency forward contracts$—$6,693$—$6,693
Deferred compensation plan liabilities25,588——25,588
Total liabilities measured at fair value$25,588$6,693$—$32,281
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):

May 2, 2026
Level 1Level 2Level 3Total
Assets:
Cash equivalents$810,409$3,393$—$813,802
Short-term investments5,238152,470—157,708
Prepaid expenses and other—12,432—12,432
Long-term investments—200,106—200,106
Other long-term assets25,4434,240—29,683
Total assets measured at fair value$841,090$372,641$—$1,213,731
Liabilities:
Accrued liabilities and other short-term obligations$—$6,693$—$6,693
Other long-term obligations25,588——25,588
Total liabilities measured at fair value$25,588$6,693$—$32,281
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):

May 2, 2026November 1, 2025
Raw materials$546,457$593,783
Work-in-process40,18735,051
Finished goods334,488286,050
Deferred cost of goods sold44,05040,759
Gross inventories965,182955,643
Reserve for inventory excess and obsolescence(156,735)(129,408)
Inventories, net$808,447$826,235

During the first six months of fiscal 2026, Ciena recorded a provision for inventory excess and obsolescence of $42.5 million, primarily driven by reductions in forecasted demand for certain products. Deductions from the reserve were primarily attributable 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):

May 2, 2026November 1, 2025
Compensation, payroll related tax and benefits (1)$172,568$281,542
Warranty60,35655,533
Vacation36,01033,708
Foreign currency forward contracts6,6936,314
Interest payable5,9926,101
Finance lease liabilities5,0694,741
Income taxes payable65910,729
Other152,279132,413
$439,626$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
Six Months Ended May 3, 2025$55,26710,714(13,668)$52,313
Six Months Ended May 2, 2026$55,53316,685(11,862)$60,356

(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 May 2, 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 $479.4 million and $431.4 million as of May 2, 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 May 2, 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 $58.0 million and $62.0 million as of May 2, 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 May 2, 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 $76.1 million and $175.7 million as of May 2, 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 May 2, 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 May 2, 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 $1.2 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):

May 2, 2026November 1, 2025
Principal BalanceUnamortized DiscountDeferred Debt Issuance CostsNet Carrying ValueNet Carrying Value
Refinanced 2030 Term Loan$1,140,930$(3,194)$(4,082)$1,133,654$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 six months of fiscal 2026 and fiscal 2025.

As of May 2, 2026, the estimated fair value of the Refinanced 2030 Term Loan was $1.14 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):

May 2, 2026November 1, 2025
Principal BalanceDeferred Debt Issuance CostsNet Carrying ValueNet Carrying Value
2030 Notes$400,000$(2,535)$397,465$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 six months of fiscal 2026 and fiscal 2025.

As of May 2, 2026, the estimated fair value of the 2030 Notes was $382.0 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 six months ended May 2, 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)$(55,035)
Other comprehensive gain (loss) before reclassifications(573)3,4215,7497,49416,091
Amounts reclassified from AOCI—333(1,470)—(1,137)
Balance at May 2, 2026$(151)$(49)$3,225$(43,106)$(40,081)

The following table summarizes the changes in AOCI, net of tax, for the six months ended May 3, 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(399)3,247(2,548)7,7118,011
Amounts reclassified from AOCI—3,438(4,334)—(896)
Balance at May 3, 2025$399$1,805$1,786$(43,586)$(39,596)

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 EndedSix Months Ended
May 2,May 3,May 2,May 3,
2026202520262025
Net income$218,220$8,969$368,503$53,541
Basic weighted average shares outstanding141,949142,503141,834142,704
Effect of dilutive potential common shares4,3652,4694,2442,766
Diluted weighted average shares outstanding146,314144,972146,078145,470
Basic EPS$1.54$0.06$2.60$0.38
Diluted EPS$1.49$0.06$2.52$0.37
Anti-dilutive stock unit awards, excluded11,630121,310

(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 six months of fiscal 2026, Ciena repurchased approximately 0.6 million shares of its common stock for an aggregate purchase price of approximately $163.7 million, which equates to an average price of $274.56 per share. As of May 2, 2026, Ciena has (i) repurchased 4.5 million shares for an aggregate purchase price of $493.3 million at an average price of $108.43 per share and (ii) has an aggregate of $506.7 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 $179.4 million for the shares of Ciena’s stock repurchased during the first six 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 EndedSix Months Ended
May 2,May 3,May 2,May 3,
2026202520262025
Products$2,010$2,033$3,832$3,783
Services4,5043,9808,5297,385
Share-based compensation expense included in cost of goods sold6,5146,01312,36111,168
Research and development18,58617,02135,18031,258
Selling and marketing16,48613,64931,24025,246
General and administrative13,88711,34126,51921,168
Share-based compensation expense included in operating expense48,95942,01192,93977,672
Share-based compensation expense capitalized in inventory, net (1)—(64)—(73)
Total share-based compensation expense$55,473$47,960$105,300$88,767

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

As of May 2, 2026, total unrecognized share-based compensation expense was $394.8 million, which relates to unvested stock unit awards and is expected to be recognized over a weighted-average period of 1.5 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 compensation 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 EndedSix Months Ended
May 2,May 3,May 2,May 3,
2026202520262025
Revenue:
Networking Platforms$1,274,078$866,315$2,423,246$1,687,458
Platform Software and Services93,87885,441187,262180,508
Blue Planet Automation Software and Services23,36127,95143,78153,982
Global Services179,422146,171343,492276,190
Total revenue$1,570,739$1,125,878$2,997,781$2,198,138
Segment gross profit:
Networking Platforms$551,054$321,098$1,042,735$656,081
Platform Software and Services80,87571,196161,854152,951
Blue Planet Automation Software and Services7,38615,39312,96230,182
Global Services65,54053,396125,456101,078
Total segment gross profit$704,855$461,083$1,343,007$940,292
Research and development expense:
Networking Platforms$189,503$169,676$364,553$322,497
Platform Software and Services18,43118,20137,69234,531
Blue Planet Automation Software and Services10,2288,91619,61917,206
Global Services1,1571,0542,3192,039
Total segment research and development expense$219,319$197,847$424,183$376,273
Segment profit (loss):
Networking Platforms$361,551$151,422$678,182$333,584
Platform Software and Services62,44452,995124,162118,420
Blue Planet Automation Software and Services(2,842)6,477(6,657)12,976
Global Services64,38352,342123,13799,039
Total segment profit$485,536$263,236$918,824$564,019
Less: Unallocated cost of goods sold$13,301$8,245$25,933$15,633
Less: Unallocated operating and non-operating expenses254,015246,022524,388494,845
Consolidated net income$218,220$8,969$368,503$53,541

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 May 2, 2026, equipment, building, furniture and fixtures, net, totaled $445.1 million, and operating ROU assets totaled $38.5 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):

May 2, 2026
Networking PlatformsPlatform Software and ServicesBlue Planet Automation Software and ServicesGlobal ServicesTotal
Other intangible assets, net$202,190———$202,190
Goodwill$275,161156,19189,049—$520,401
Maintenance spares, net$———98,690$98,690
Total assets assigned to segments$821,281
Other unallocated assets5,218,168
Total assets$6,039,449
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):

May 2, 2026November 1, 2025
Canada$384,995$325,584
United States42,83244,634
Other International (1)55,71455,174
Total$483,541$425,392

(1) Any other 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.

Share-based compensation expense impacts Ciena’s tax rate. These deductions are valued at vesting for tax purposes and can increase or decrease the effective tax rate in the period in which they vest.

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 May 2, 2026, Ciena had $2.8 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 second quarter of fiscal 2026 through May 29, 2026, Ciena repurchased 44,628 shares of its common stock for an aggregate purchase price of $25.1 million at an average price of $561.86 per share, inclusive of repurchases pending settlement under its current stock repurchase program. As of May 29, 2026, Ciena has an aggregate of $481.6 million of authorized funds remaining under this repurchase program.

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