Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 6, 2024

Ciena Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-36250

Delaware

(State or other jurisdiction of incorporation)

7035 Ridge Road, Hanover, MD

(Address of principal executive offices)

23-2725311

(IRS Employer Identification No.)

21076

(Zip Code)

Registrant's telephone number, including area code: (410) 694-5700

Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	CIEN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

ITEM 2.02 – RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On June 6, 2024, Ciena Corporation ("Ciena") issued a press release announcing its financial results for its fiscal second quarter ended April 27, 2024. The text of the press release is furnished as Exhibit 99.1 to this Report. As discussed in this press release, Ciena will be hosting an investor call to discuss its results of operations for its fiscal second quarter ended April 27, 2024.

In conjunction with the issuance of this press release, Ciena posted to the quarterly results page of the Investors section of www.ciena.com an accompanying investor presentation. The investor presentation is furnished as Exhibit 99.2 to this Report.

The information in Exhibits 99.1 and 99.2, as well as Item 2.02 of this Report, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. Investors are encouraged to review the “Investors” page of our website at www.ciena.com because, as with the other disclosure channels that we use, from time to time we may post material information exclusively on that site.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS


Exhibit Number			Description of Document

Exhibit 99.1			Text of Press Release dated June 6, 2024, issued by Ciena Corporation, reporting its results of operations for its fiscal second quarter ended April 27, 2024.
Exhibit 99.2			Investor Presentation for Ciena Corporation's fiscal second quarter ended April 27, 2024.
Exhibit 104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Ciena Corporation


Date: June 6, 2024	By:	/s/ Sheela Kosaraju
		Sheela Kosaraju
		Senior Vice President, General Counsel and Assistant Secretary

FOR IMMEDIATE RELEASE

Ciena Reports Fiscal Second Quarter 2024 Financial Results

HANOVER, Md. - June 6, 2024 - Ciena® Corporation (NYSE: CIEN), a networking systems, services and software company, today announced unaudited financial results for its fiscal second quarter ended April 27, 2024.

•Q2 Revenue: $910.8 million

•Q2 Net Income (Loss) per Share: $(0.12) GAAP; $0.27 adjusted (non-GAAP)

•Share Repurchases: Repurchased approximately 1.1 million shares of common stock for an aggregate price of $57.0 million during the quarter

"Our fiscal second quarter performance underscores the strength in our business amid a challenging near-term environment as service providers continue to work through existing inventory," said Gary Smith, president and CEO, Ciena. “With continued robust growth in bandwidth demand, we remain focused on extending our leadership in optical as a foundation for expanding our addressable market.”

For the fiscal second quarter 2024, Ciena reported revenue of $910.8 million as compared to $1.13 billion for the fiscal second quarter 2023.

Ciena's GAAP net loss for the fiscal second quarter 2024 was $(16.8) million, or $(0.12) per diluted common share, which compares to a GAAP net income of $57.7 million, or $0.38 per diluted common share, for the fiscal second quarter 2023.

Ciena's adjusted (non-GAAP) net income for the fiscal second quarter 2024 was $39.4 million, or $0.27 per diluted common share, which compares to an adjusted (non-GAAP) net income of $110.4 million, or $0.74 per diluted common share, for the fiscal second quarter 2023.

Fiscal Second Quarter 2024 Performance Summary

The tables below (in millions, except percentage data) provide comparisons of certain quarterly results to the prior year. Appendices A and B set forth reconciliations between the GAAP and adjusted (non-GAAP) measures contained in this release.


	GAAP Results (unaudited)
	Q2			Q2			Period Change
	FY 2024			FY 2023			Y-T-Y*
Revenue	$	910.8		$	1,132.7		(19.6)	%
Gross margin	42.7		%	43.1		%	(0.4)	%
Operating expense	$	392.6		$	384.9		2.0	%
Operating margin	(0.4)		%	9.1		%	(9.5)	%


	Non-GAAP Results (unaudited)
	Q2			Q2			Period Change
	FY 2024			FY 2023			Y-T-Y*
Revenue	$	910.8		$	1,132.7		(19.6)	%
Adj. gross margin	43.5		%	43.7		%	(0.2)	%
Adj. operating expense	$	333.9		$	338.1		(1.2)	%
Adj. operating margin	6.8		%	13.8		%	(7.0)	%
Adj. EBITDA	$	85.8		$	180.6		(52.5)	%

* Denotes % change, or in the case of margin, absolute change


	Revenue by Segment (unaudited)
	Q2 FY 2024			Q2 FY 2023
	Revenue		%**	Revenue		%**
Networking Platforms
Optical Networking	$	560.2	61.5	$	784.5	69.3
Routing and Switching	116.1		12.7	130.4		11.5
Total Networking Platforms	676.3		74.2	914.9		80.8

Platform Software and Services	85.4		9.4	69.4		6.1

Blue Planet Automation Software and Services	14.4		1.6	20.6		1.8

Global Services
Maintenance Support and Training	77.4		8.5	73.2		6.5
Installation and Deployment	43.8		4.8	39.5		3.5
Consulting and Network Design	13.5		1.5	15.1		1.3
Total Global Services	134.7		14.8	127.8		11.3

Total	$	910.8	100.0	$	1,132.7	100.0

** Denotes % of total revenue

Additional Performance Metrics for Fiscal Second Quarter 2024


	Revenue by Geographic Region (unaudited)
	Q2 FY 2024			Q2 FY 2023
	Revenue		% **	Revenue		% **
Americas	$	662.9	72.8	$	794.4	70.1
Europe, Middle East and Africa	155.8		17.1	173.4		15.3
Asia Pacific	92.1		10.1	164.9		14.6
Total	$	910.8	100.0	$	1,132.7	100.0

** Denotes % of total revenue

•One 10%-plus customer represented a total 13.8% of revenue

•Cash and investments totaled $1.42 billion

•Cash flow from operations totaled $58.5 million

•Average days' sales outstanding (DSOs) were 98

•Accounts receivable, net balance was $840.1 million

•Unbilled contract asset, net balance was $151.9 million

•Inventories totaled $1.02 billion, including:

◦Raw materials: $638.9 million

◦Work in process: $68.2 million

◦Finished goods: $331.3 million

◦Deferred cost of sales: $43.7 million

◦Reserve for excess and obsolescence: $(59.5) million

•Product inventory turns were 1.6

•Headcount totaled 8,627

Supplemental Materials and Live Web Broadcast of Unaudited Fiscal Second Quarter 2024 Results

Today, Thursday, June 6, 2024, in conjunction with this announcement, Ciena has posted to the Quarterly Results page of the Investor Relations section of its website certain related supporting materials for its unaudited fiscal second quarter 2024 results.

Ciena's management will also host a discussion today with investors and financial analysts that will include the Company's outlook. The live audio web broadcast beginning at 8:30 a.m. Eastern will be accessible via www.ciena.com. An archived replay of the live broadcast will be available shortly following its conclusion on the Investor Relations page of Ciena's website.

Notes to Investors

Forward-Looking Statements. You are encouraged to review the Investors section of our website, where we routinely post press releases, Securities and Exchange Commission ("SEC") filings, recent news, financial results, supplemental financial information, and other announcements. From time to time we exclusively post material information to this website along with other disclosure channels that we use. This press release contains certain forward-looking statements that involve risks and uncertainties. These statements are based on current expectations, forecasts, assumptions and other information available to the Company as of the date hereof. Forward-looking statements include statements regarding Ciena's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Forward-looking statements in this release include: "Our fiscal second quarter performance underscores the strength in our business amid a challenging near-term environment as service providers continue to work through existing inventory. With continued robust growth in bandwidth demand, we remain focused on extending our leadership in optical as a foundation for expanding our addressable market.”

Ciena's actual results, performance or events may differ materially from these forward-looking statements made or implied due to a number of risks and uncertainties relating to Ciena's business, including: the effect of broader economic and market conditions on our customers, their spending and their businesses and markets; our ability to execute our business and growth strategies; the impact of macroeconomic conditions and global supply chain constraints or disruptions including increased supply costs and lead times; the impact of the introduction of new technologies by us or our competitors; seasonality and the timing and size of customer orders, their delivery dates and our ability to recognize revenue relating to such sales; the level of competitive pressure we encounter; the product, customer and geographic mix of sales within the period; changes in foreign currency exchange rates; factors beyond our control such as natural disasters, climate change, acts of war or terrorism, geopolitical tensions or events, including but not limited to the ongoing conflicts between Ukraine and Russia, and Israel and Hamas, and public health emergencies or epidemics, including the COVID-19 pandemic; changes in tax or trade regulations, including the imposition of tariffs, duties or efforts to withdraw from or materially modify international trade agreements; cyberattacks, data breaches or other security incidents involving our enterprise network environment or

our products; regulatory changes, litigation involving our intellectual property or government investigations; and the other risk factors disclosed in Ciena’s periodic reports filed with the Securities and Exchange Commission (SEC) including its Annual Report on Form 10-K filed with the SEC on December 15, 2023 and included in its Quarterly Report on Form 10-Q for the second quarter of fiscal 2024 to be filed with the SEC. Ciena assumes no obligation to update any forward-looking information included in this press release.

Non-GAAP Presentation of Quarterly and Annual Results. This release includes non-GAAP measures of Ciena's gross profit, operating expense, income from operations, earnings before interest, tax, depreciation and amortization (EBITDA), Adjusted EBITDA, and measures of net income and net income per share. In evaluating the operating performance of Ciena's business, management excludes certain charges and credits that are required by GAAP. These items share one or more of the following characteristics: they are unusual and Ciena does not expect them to recur in the ordinary course of its business; they do not involve the expenditure of cash; they are unrelated to the ongoing operation of the business in the ordinary course; or their magnitude and timing is largely outside of Ciena's control. Management believes that the non-GAAP measures below provide management and investors useful information and meaningful insight to the operating performance of the business. The presentation of these non-GAAP financial measures should be considered in addition to Ciena's GAAP results and these measures are not intended to be a substitute for the financial information prepared and presented in accordance with GAAP. Ciena's non-GAAP measures and the related adjustments may differ from non-GAAP measures used by other companies and should only be used to evaluate Ciena's results of operations in conjunction with our corresponding GAAP results. To the extent not previously disclosed in a prior Ciena financial results press release, Appendices A and B to this press release set forth a complete GAAP to non-GAAP reconciliation of the non-GAAP measures contained in this release.

About Ciena. Ciena (NYSE: CIEN) is a global leader in networking systems, services, and software. We build the most adaptive networks in the industry, enabling customers to anticipate and meet ever-increasing digital demands. For three-plus decades, Ciena has brought our humanity to our relentless pursuit of innovation. Prioritizing collaborative relationships with our customers, partners, and communities, we create flexible, open, and sustainable networks that better serve all users—today and into the future. For updates on Ciena, follow us on LinkedIn, X, the Ciena Insights blog, or visit www.ciena.com.

CIENA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Quarter Ended				Year Ended
	April 27,		April 29,		April 27,		April 29,
	2024		2023		2024		2023
Revenue:
Products	$	701,316	$	935,330	$	1,537,093	$	1,813,045
Services	209,510		197,325		411,442		376,131
Total revenue	910,826		1,132,655		1,948,535		2,189,176
Cost of goods sold:
Products	415,732		541,883		882,204		1,042,220
Services	106,433		103,089		210,708		203,327
Total cost of goods sold	522,165		644,972		1,092,912		1,245,547
Gross profit	388,661		487,683		855,623		943,629
Operating expenses:
Research and development	195,380		189,993		382,649		371,723
Selling and marketing	124,071		125,083		252,229		248,890
General and administrative	49,573		50,939		104,256		101,835
Significant asset impairments and restructuring costs	15,655		8,153		20,626		12,451
Amortization of intangible assets	7,947		9,845		15,199		17,286
Acquisition and integration costs	—		857		—		3,415

Total operating expenses	392,626		384,870		774,959		755,600
Income (loss) from operations	(3,965)		102,813		80,664		188,029
Interest and other income, net	11,797		8,551		22,447		40,524
Interest expense	(23,861)		(23,889)		(47,637)		(39,759)


Income (loss) before income taxes	(16,029)		87,475		55,474		188,794
Provision for income taxes	820		29,821		22,776		54,899
Net income (loss)	$	(16,849)	$	57,654	$	32,698	$	133,895

Net Income (Loss) per Common Share
Basic net income (loss) per common share	$	(0.12)	$	0.39	$	0.23	$	0.90
Diluted net income (loss) per potential common share	$	(0.12)	$	0.38	$	0.22	$	0.89

Weighted average basic common shares outstanding	144,914		149,616		145,104		149,351
Weighted average dilutive potential common shares outstanding 1	144,914		150,147		146,059		149,852

1 Weighted average dilutive potential common shares outstanding used in calculating GAAP diluted net income per potential common share includes the following number of shares underlying certain stock option and stock unit awards: (i) 1.0 million for the first six months of fiscal 2024, and (ii) 0.5 million for both the second quarter and first six months of fiscal 2023.

CIENA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)


	April 27, 2024		October 28, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	1,091,289	$	1,010,618
Short-term investments	165,620		104,753
Accounts receivable, net	840,131		1,003,876
Inventories, net	1,022,615		1,050,838
Prepaid expenses and other	421,692		405,694
Total current assets	3,541,347		3,575,779
Long-term investments	165,960		134,278
Equipment, building, furniture and fixtures, net	274,353		280,147
Operating lease right-of-use assets	30,210		35,140
Goodwill	444,917		444,765
Other intangible assets, net	184,941		205,627
Deferred tax asset, net	821,879		809,306
Other long-term assets	151,196		116,453
Total assets	$	5,614,803	$	5,601,495
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	332,106	$	317,828
Accrued liabilities and other short-term obligations	355,258		431,419
Deferred revenue	196,989		154,419
Operating lease liabilities	16,138		16,655
Current portion of long-term debt	11,700		11,700

Total current liabilities	912,191		932,021
Long-term deferred revenue	80,365		74,041
Other long-term obligations	172,839		170,407
Long-term operating lease liabilities	28,513		33,259
Long-term debt, net	1,540,639		1,543,406
Total liabilities	2,734,547		2,753,134
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; 144,199,201 and 144,829,938 shares issued and outstanding	1,442		1,448
Additional paid-in capital	6,245,248		6,262,083
Accumulated other comprehensive loss	(21,729)		(37,767)
Accumulated deficit	(3,344,705)		(3,377,403)
Total stockholders’ equity	2,880,256		2,848,361
Total liabilities and stockholders’ equity	$	5,614,803	$	5,601,495

CIENA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)


	Six Months Ended
	April 27,		April 29,
	2024		2023
Cash flows provided by (used in) operating activities:
Net income	$	32,698	$	133,895
Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements	46,016		45,903
Share-based compensation expense	78,075		62,372
Amortization of intangible assets	20,726		23,600
Deferred taxes	(8,946)		(2,134)
Provision for inventory excess and obsolescence	23,152		12,691
Provision for warranty	8,629		13,577
Gain on equity investments, net	—		(26,455)
Other	11,509		11,331
Changes in assets and liabilities:
Accounts receivable	155,107		(116,914)
Inventories	5,346		(162,143)
Prepaid expenses and other	(37,441)		(41,511)
Operating lease right-of-use assets	6,111		7,644
Accounts payable, accruals and other obligations	(56,064)		(55,754)
Deferred revenue	48,641		68,818
Short and long-term operating lease liabilities	(9,010)		(10,748)
Net cash provided by (used in) operating activities	324,549		(35,828)
Cash flows used in investing activities:
Payments for equipment, furniture, fixtures and intellectual property	(33,500)		(58,034)

Purchases of investments	(171,131)		(106,245)
Proceeds from sales and maturities of investments	83,013		123,251
Settlement of foreign currency forward contracts, net	(828)		(6,194)
Purchase of equity investments	(16,256)		—
Acquisition of business, net of cash acquired	—		(230,048)


Net cash used in investing activities	(138,702)		(277,270)
Cash flows provided by (used in) financing activities:

Proceeds from issuance of term loan, net	—		497,500
Payment of long term debt	(2,925)		(3,465)

Payment of debt issuance costs	(2,554)		(5,230)
Payment of finance lease obligations	(1,989)		(1,864)

Shares repurchased for tax withholdings on vesting of stock unit awards	(22,428)		(22,022)
Repurchases of common stock - repurchase program, net	(94,817)		—
Proceeds from issuance of common stock	16,876		14,656
Net cash provided by (used in) financing activities	(107,837)		479,575
Effect of exchange rate changes on cash, cash equivalents and restricted cash	2,659		6,867
Net increase in cash, cash equivalents and restricted cash	80,669		173,344
Cash, cash equivalents and restricted cash at beginning of period	1,010,786		994,378
Cash, cash equivalents and restricted cash at end of period	$	1,091,455	$	1,167,722
Supplemental disclosure of cash flow information
Cash paid during the period for interest, net	$	45,782	$	37,514
Cash paid during the period for income taxes, net	$	29,193	$	24,218
Operating lease payments	$	9,964	$	11,689
Non-cash investing and financing activities
Purchase of equipment in accounts payable	$	6,365	$	4,618

Repurchase of common stock in accrued liabilities from repurchase program	$	3,859	$	—
Operating right-of-use assets subject to lease liability	$	3,639	$	6,177
Gain on equity investments, net	$	—	$	26,455


APPENDIX A - Reconciliation of Adjusted (Non- GAAP) Measurements
(in thousands, except per share data) (unaudited)

	Quarter Ended
	April 27,			April 29,
	2024			2023
Gross Profit Reconciliation (GAAP/non-GAAP)
GAAP gross profit	$	388,661		$	487,683
Share-based compensation-products	1,760			1,155
Share-based compensation-services	3,344			2,659
Amortization of intangible assets	2,763			3,431
Total adjustments related to gross profit	7,867			7,245
Adjusted (non-GAAP) gross profit	$	396,528		$	494,928
Adjusted (non-GAAP) gross profit percentage	43.5		%	43.7		%

Operating Expense Reconciliation (GAAP/non-GAAP)
GAAP operating expense	$	392,626		$	384,870
Share-based compensation-research and development	14,066			10,731
Share-based compensation-sales and marketing	11,166			8,755
Share-based compensation-general and administrative	9,875			8,468
Significant asset impairments and restructuring costs	15,655			8,153
Amortization of intangible assets	7,947			9,845
Acquisition and integration costs	—			857

Total adjustments related to operating expense	58,709			46,809
Adjusted (non-GAAP) operating expense	$	333,917		$	338,061

Income (Loss) from Operations Reconciliation (GAAP/non-GAAP)
GAAP income (loss) from operations	$	(3,965)		$	102,813
Total adjustments related to gross profit	7,867			7,245
Total adjustments related to operating expense	58,709			46,809
Total adjustments related to income (loss) from operations	66,576			54,054
Adjusted (non-GAAP) income from operations	$	62,611		$	156,867
Adjusted (non-GAAP) operating margin percentage	6.8		%	13.8		%

Net Income (Loss) Reconciliation (GAAP/non-GAAP)
GAAP net income (loss)	$	(16,849)		$	57,654
Exclude GAAP provision for income taxes	820			29,821
Income (loss) before income taxes	(16,029)			87,475
Total adjustments related to income from operations	66,576			54,054


Adjusted income before income taxes	50,547			141,529
Non-GAAP tax provision on adjusted income before income taxes	11,120			31,136
Adjusted (non-GAAP) net income	$	39,427		$	110,393

Weighted average basic common shares outstanding	144,914			149,616
Weighted average dilutive potential common shares outstanding 1	146,268			150,147


APPENDIX A - Reconciliation of Adjusted (Non- GAAP) Measurements
(in thousands, except per share data) (unaudited)

	Quarter Ended
	April 27,		April 29,
	2024		2023
Net Income (Loss) per Common Share
GAAP diluted net income (loss) per potential common share	$	(0.12)	$	0.38
Adjusted (non-GAAP) diluted net income per potential common share	$	0.27	$	0.74

1 Weighted average dilutive potential common shares outstanding used in calculating Adjusted (non-GAAP) diluted net income per potential common share includes the following number of shares underlying certain stock option and stock unit awards: (i) 1.4 million and 1.0 million for the second quarter and first six months of fiscal 2024, respectively; and (ii) 0.5 million for both the second quarter and first six months of fiscal 2023.


APPENDIX B - Calculation of EBITDA and Adjusted EBITDA
(in thousands) (unaudited)

	Quarter Ended
	April 27,		April 29,
	2024		2023
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)
Net income (loss) (GAAP)	$	(16,849)	$	57,654
Add: Interest expense	23,861		23,889
Less: Interest and other income, net	11,797		8,551

Add: Provision for income taxes	820		29,821
Add: Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements	23,208		23,695
Add: Amortization of intangible assets	10,710		13,275
EBITDA	$	29,953	$	139,783
Add: Share-based compensation expense	40,211		31,768
Add: Significant asset impairments and restructuring costs	15,655		8,153
Add: Acquisition and integration costs	—		857

Adjusted EBITDA	$	85,819	$	180,561

* * *

The adjusted (non-GAAP) measures above and their reconciliation to Ciena's GAAP results for the periods presented reflect adjustments relating to the following items:

•Share-based compensation - a non-cash expense incurred in accordance with share-based compensation accounting guidance.

•Significant asset impairments and restructuring costs - costs incurred as a result of restructuring activities taken to align resources with perceived market opportunities, the redesign of business processes and restructuring certain real estate facilities.

•Amortization of intangible assets - a non-cash expense arising from the acquisition of intangible assets, principally developed technologies and customer-related intangibles, that Ciena is required to amortize over an expected useful life.

•Acquisition and integration costs - primarily consist of financial, legal and accounting advisors' costs and employment-related costs related to Ciena's acquisitions in fiscal 2023.

•Non-GAAP tax provision - consists of current and deferred income tax expense commensurate with the level of adjusted income before income taxes and utilizes a current, blended U.S. and foreign statutory annual tax rate of 22.0% for both the fiscal second quarter 2024 and the fiscal second quarter 2023. This rate may be subject to change in the future, including as a result of changes in tax policy or tax strategy.

© Ciena Corporation 2023. All rights reserved. Proprietary Information.2 Forward-looking statements and non-GAAP measures You are encouraged to review the Investors section of our website, where we routinely post press releases, Securities and Exchange Commission ("SEC") filings, recent news, financial results, supplemental financial information, and other announcements. From time to time we exclusively post material information to this website along with other disclosure channels that we use. This press release contains certain forward-looking statements that involve risks and uncertainties. These statements are based on current expectations, forecasts, assumptions and other information available to the Company as of the date hereof. Forward-looking statements include statements regarding Ciena's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Ciena's actual results, performance or events may differ materially from these forward-looking statements made or implied due to a number of risks and uncertainties relating to Ciena's business, including: the effect of broader economic and market conditions on our customers, their spending and their businesses and markets; our ability to execute our business and growth strategies; the impact of macroeconomic conditions and global supply chain constraints or disruptions including increased supply costs and lead times; the impact of the introduction of new technologies by us or our competitors; seasonality and the timing and size of customer orders, their delivery dates and our ability to recognize revenue relating to such sales; the level of competitive pressure we encounter; the product, customer and geographic mix of sales within the period; changes in foreign currency exchange rates; factors beyond our control such as natural disasters, climate change, acts of war or terrorism, geopolitical tensions or events, including but not limited to the ongoing conflicts between Ukraine and Russia, and Israel and Hamas, and public health emergencies or epidemics, including the COVID-19 pandemic; changes in tax or trade regulations, including the imposition of tariffs, duties or efforts to withdraw from or materially modify international trade agreements; cyberattacks, data breaches or other security incidents involving our enterprise network environment or our products; regulatory changes, litigation involving our intellectual property or government investigations; and the other risk factors disclosed in Ciena’s periodic reports filed with the Securities and Exchange Commission (SEC) including its Annual Report on Form 10-K filed with the SEC on December 15, 2023 and included in its Quarterly Report on Form 10-Q for the second quarter of fiscal 2024 to be filed with the SEC. All information, statements, and projections in this presentation and the related earnings call speak only as of the date of this presentation and related earnings call. Ciena assumes no obligation to update any forward-looking or other information included in this presentation or related earnings calls, whether as a result of new information, future events or otherwise. In addition, this presentation includes historical, and may include prospective, non-GAAP measures of Ciena’s gross margin, operating expense, operating margin, EBITDA, and net income per share. These measures are not intended to be a substitute for financial information presented in accordance with GAAP. A reconciliation of non-GAAP measures used in this presentation to Ciena’s GAAP results for the relevant period can be found in the Appendix to this presentation. Additional information can also be found in our press release filed this morning and in our reports on Form 10-Q and Form 10K filed with the Securities and Exchange Commission.

© Ciena Corporation 2023. All rights reserved. Proprietary Information.3 Table of Contents 1. Overview & Ciena's portfolio 2. Industry context & addressable market expansion 3. Fiscal Q2 2024 financial performance 4. Appendix

© Ciena Corporation 2023. All rights reserved. Proprietary Information.7 Our strategic objectives Expand Optical Leadership Grow Addressable Market in Broadband Access and Converged Metro Drive Software-led Transformation • Increase optical revenues and address high-growth opportunities • Address customers’ evolving network needs by offering a comprehensive portfolio of coherent technology including systems, pluggables, and components • Increase international business and grow attached services • Expand adoption of Routing and Switching portfolio and increase addressable market opportunity, leveraging our optical leadership • Seize the converged IP/optical metro opportunity with Coherent Routing • Leverage pluggable PON innovation and government funding opportunity in fiber-based broadband access • Address digital transformation opportunities with Tier 1 CSPs with Blue Planet next-gen OSS • Continue to grow software as percent of revenue • Pursue advanced services-led transformation with network migration, optimization, and multi- vendor capabilities

© Ciena Corporation 2023. All rights reserved. Proprietary Information.11 Our addressable market expansion strategy allows us to access higher growth markets 1Sources: LightCounting and Ciena internal analysis.

© Ciena Corporation 2023. All rights reserved. Proprietary Information.12 Our market leadership Optical Transport Report, 1Q24Optical Networking Report, 4Q23 Service Provider Switching & Routing Report, 1Q24 Transport Hardware Report, 1Q24 #1 Globally • Data center interconnect • Purpose-built/compact modular DCI • Optical for internet content provider customers • Optical for cable MSO customers #1 N. America • Data center interconnect • Total optical networking • Optical packet #2 Globally • Total optical networking #1 Globally • Purpose-built/compact modular DCI • SLTE WDM • Access switching #1 N. America • Total optical networking • Purpose-built/compact modular DCI • Access switching #2 Globally • Total optical networking #1 Globally • Purpose-built/compact modular DCI • Optical for cloud and colo • SLTE WDM • Routing/Access #1 N. America • Total optical networking • Purpose-built/compact modular DCI • Optical for cloud and colo • Routing/Access #2 Globally • Total optical networking • Optical for enterprise and government

© Ciena Corporation 2023. All rights reserved. Proprietary Information.14 Q2 FY 2024 key highlights ▪ Non-telco represented a 46% of total revenue ▪ Reconfigurable line systems (RLS) revenue grew 12% YoY ▪ India revenue grew 16% sequentially ▪ Global Services revenue grew 5% YoY • Customer traction continues with WL5e 800G technology, reaching 290 customers • For our WL5n 400ZR/ZR+ pluggables, we have 104 customers, 18 new this quarter • Orders for WaveLogic 6 Extreme from a total of 14 customers ▪ Surpassed 100 Routing and Switching customers using our WL5n pluggable technology ▪ Added a new Tier 1 EMEA RSP mobility customer ▪ Achieved our first Tier 1 vBNG deployment in a residential broadband use case • Total shareholder return five-year CAGR of 8%1 • Under our authorized $1 billion stock repurchase program, repurchased ~1.1 million shares for $57 million, and are targeting $250 million for FY 2024 to complete the plan 1 Based on closing share price between 5/14/2019 to 5/14/2024 Achieving balanced growth Prioritizing long term shareholder value Driving the pace of innovation

© Ciena Corporation 2023. All rights reserved. Proprietary Information.15 Q2 FY 2024 comparative financial highlights * Reconciliations of these non-GAAP measures to our GAAP results are included in the Appendix and in the press release for the relative period. Q2 FY 2024 Q2 FY 2023 Revenue $910.8M $1,132.7M Adjusted Gross Margin* 43.5% 43.7% Adjusted Operating Expense* $333.9M $338.1M Adjusted Operating Margin* 6.8% 13.8% Adjusted EBITDA* $85.8M $180.6M Adjusted EPS* $0.27 $0.74

© Ciena Corporation 2023. All rights reserved. Proprietary Information.16 Q2 FY 2024 comparative operating metrics Q2 FY 2024 Q2 FY 2023 Cash and investments $1.42B $1.34B Cash provided by operations $59M $230M DSO 98.0 96.7 Inventory Turns 1.6 2.0 Gross Leverage 2.81x 2.78x Net Debt $195M $284M

© Ciena Corporation 2023. All rights reserved. Proprietary Information.17 Revenue by segment (Amounts in millions) Q2 FY 2024 Q2 FY 2023 Revenue %** Revenue %** Networking Platforms Optical Networking $560.2 61.5 $784.5 69.3 Routing and Switching 116.1 12.7 130.4 11.5 Total Networking Platforms 676.3 74.2 914.9 80.8 Platform Software and Services 85.4 9.4 69.4 6.1 Blue Planet Automation Software and Services 14.4 1.6 20.6 1.8 Global Services Maintenance Support and Training 77.4 8.5 73.2 6.5 Installation and Deployment 43.8 4.8 39.5 3.5 Consulting and Network Design 13.5 1.5 15.1 1.3 Total Global Services 134.7 14.8 127.8 11.3 Total $910.8 100.0 $1,132.7 100.0 * A reconciliation of these non-GAAP measures to GAAP results is included in the appendix to this presentation. ** Denotes % of total revenue

© Ciena Corporation 2023. All rights reserved. Proprietary Information.21 Q2 FY 2024 Q1 FY 2024 Q4 FY 2023 Q3 FY 2023 Q2 FY 2023 GAAP gross profit $388,661 $466,962 $486,281 $448,941 $487,683 Share-based compensation-products 1,760 1,318 1,194 1,118 1,155 Share-based compensation-services 3,344 3,020 2,827 2,687 2,659 Amortization of intangible assets 2,763 2,764 2,763 3,187 3,431 Total adjustments related to gross profit 7,867 7,102 6,784 6,992 7,245 Adjusted (non-GAAP) gross profit $396,528 $474,064 $493,065 $455,933 $494,928 Adjusted (non-GAAP) gross profit percentage 43.5 % 45.7 % 43.7 % 42.7 % 43.7 % Gross Profit Reconciliation (Amounts in thousands)

© Ciena Corporation 2023. All rights reserved. Proprietary Information.22 Q2 FY 2024 Q1 FY 2024 Q4 FY 2023 Q3 FY 2023 Q2 FY 2023 GAAP operating expense $392,626 $382,333 $394,979 $370,727 $384,870 Share-based compensation-research and development 14,066 12,880 11,412 10,954 10,731 Share-based compensation-sales and marketing 11,166 10,305 9,187 8,770 8,755 Share-based compensation-general and administrative 9,875 10,079 10,274 9,377 8,468 Significant asset impairments and restructuring costs 15,655 4,971 7,209 4,174 8,153 Amortization of intangible assets 7,947 7,252 10,578 9,487 9,845 Acquisition and integration costs — — — 59 857 Legal Settlement — — 8,750 — — Total adjustments related to operating expense 58,709 45,487 57,410 42,821 46,809 Adjusted (non-GAAP) operating expense $333,917 $336,846 $337,569 $327,906 $338,061 Q2 FY 2024 Q1 FY 2024 Q4 FY 2023 Q3 FY 2023 Q2 FY 2023 GAAP income (loss) from operations $(3,965) $84,629 $91,302 $78,214 $102,813 Total adjustments related to gross profit 7,867 7,102 6,784 6,992 7,245 Total adjustments related to operating expense 58,709 45,487 57,410 42,821 46,809 Total adjustments related to income from operations 66,576 52,589 64,194 49,813 54,054 Adjusted (non-GAAP) income from operations $62,611 $137,218 $155,496 $128,027 $156,867 Adjusted (non-GAAP) operating margin percentage 6.8 % 13.2 % 13.8 % 12.0 % 13.8 % Operating Expense Reconciliation (Amounts in thousands) Income (Loss) from Operations Reconciliation (Amounts in thousands)

© Ciena Corporation 2023. All rights reserved. Proprietary Information.23 Q2 FY 2024 Q1 FY 2024 Q4 FY 2023 Q3 FY 2023 Q2 FY 2023 GAAP net income (loss) $(16,849) $49,547 $91,199 $29,733 $57,654 Exclude GAAP provision (benefit) for income taxes 820 21,956 (20,681) 34,608 29,821 Income (loss) before income taxes (16,029) 71,503 70,518 64,341 87,475 Total adjustments related to income from operations 66,576 52,589 64,194 49,813 54,054 Loss on extinguishment and modification of debt — — 7,874 — — Loss on equity investment — — — 87 — Adjusted income before income taxes 50,547 124,092 142,586 114,241 141,529 Non-GAAP tax provision on adjusted income before income taxes 11,120 27,300 31,369 25,133 31,136 Adjusted (non-GAAP) net income $39,427 $96,792 $111,217 $89,108 $110,393 Weighted average basic common shares outstanding 144,914 145,291 147,437 149,690 149,616 Weighted average diluted potential common shares outstanding(1) 146,268 145,848 147,891 149,977 150,147 Q2 FY 2024 Q1 FY 2024 Q4 FY 2023 Q3 FY 2023 Q2 FY 2023 GAAP diluted net income (loss) per potential common share $ (0.12) $ 0.34 $ 0.62 $ 0.20 $ 0.38 Adjusted (non-GAAP) diluted net income per potential common share $ 0.27 $ 0.66 $ 0.75 $ 0.59 $ 0.74 1. Weighted average dilutive potential common shares outstanding used in calculating Adjusted (non-GAAP) diluted net income per potential common share for the second quarter of fiscal 2024 includes 1.4 million shares underlying certain stock option and stock unit awards. Net Income (Loss) Reconciliation (Amounts in thousands) Net Income (Loss) per Common Share

© Ciena Corporation 2023. All rights reserved. Proprietary Information.24 Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) Q2 FY 2024 Q1 FY 2024 Q4 FY 2023 Q3 FY 2023 Q2 FY 2023 Net income (loss) (GAAP) $(16,849) $49,547 $91,199 $29,733 $57,654 Add: Interest expense 23,861 23,776 24,207 24,060 23,889 Less: Interest and other income, net 11,797 10,650 11,297 10,187 8,551 Add: Loss on extinguishment and modification of debt — — 7,874 — — Add: Provision (benefit) for income taxes 820 21,956 (20,681) 34,608 29,821 Add: Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements 23,208 22,808 23,351 23,310 23,695 Add: Amortization of intangible assets 10,710 10,016 13,342 12,674 13,275 EBITDA $29,953 $117,453 $127,995 $114,198 $139,783 Add: Share-based compensation expense 40,211 37,602 34,894 32,906 31,768 Add: Significant asset impairments and restructuring expense 15,655 4,971 7,209 4,174 8,153 Add: Acquisition and integration costs — — — 59 857 Add: Legal settlement — — 8,750 — — Adjusted EBITDA $85,819 $160,026 $178,848 $151,337 $180,561 Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) (Amounts in thousands)

Cover Page	Jun. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 06, 2024
Entity Registrant Name	Ciena Corp
Entity File Number	001-36250
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	23-2725311
Entity Address, Address Line One	7035 Ridge Road
Entity Address, City or Town	Hanover
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21076
City Area Code	410
Local Phone Number	694-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	CIEN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000936395
Amendment Flag	false