CIENA CORP

Current report

Tariffs and other import measures imposed by the United States, or by other countries in response to such actions or threatened actions by the United States, may adversely affect our business, operations, and financial results.

Current report

In late January 2025, the U.S. government commenced a broad review of U.S. trade relations and began issuing numerous executive orders and other public policy statements imposing, or threatening to impose, tariffs on certain countries, materials, and industries, including semiconductors. In response, impacted countries have imposed or threatened various corresponding retaliatory tariffs. We rely on a global sourcing strategy and third-party contract manufacturers in markets outside of the United States to perform substantially all of our manufacturing. Moreover, revenue in the United States represented approximately 70% of our revenue in fiscal 2024. Significant changes to trade policy and the imposition of tariffs, or retaliatory responses thereto, could adversely impact our business, operations, and financial results, including by increasing our costs and making our products less competitive. The tariff policy environment has been and can be expected to continue to be dynamic. Tariff developments that would impact our business include, but are not limited to:

Current report

•Mexico and Canada tariffs. The U.S. government imposed 25% tariffs on imports from Canada and Mexico in March 2025, and thereafter announced that tariffs relating to products eligible for import under the United States-Mexico-Canada Agreement would be paused until April 2025. Products making up a significant portion of our revenue are manufactured in or distributed from Mexico, and we generally introduce new products and conduct related early volume manufacturing in Canada. Canada and Mexico have also announced responsive tariffs on certain exports of U.S. goods to those countries.

Current report

•Steel and aluminum tariffs. In March 2025, the U.S. government imposed 25% tariffs on imported steel and aluminum, including certain derivative goods that include certain of our products.

Current report

•China tariffs. In February 2025, the U.S. government imposed an additional 10% tariff, which was further increased to 20% in March 2025, on all imports from China, including components of finished products. These tariffs followed and were in addition to earlier action imposing 15% tariffs on imports from China in recent years. While we do not rely on third party manufacturing in China for our products, our supply chain includes certain China-based suppliers. China has retaliated against trade restrictions by raising tariffs, and imposing new tariffs, on certain exports of U.S. goods to China. China has also introduced blocking measures to restrict the ability of domestic companies to comply with U.S. trade restrictions, recently restricted the export of certain metals and prohibited the export of certain rare minerals from China to the United States.

Current report

•Reciprocal tariffs. The U.S. government has announced its intent to impose, beginning in April 2025, wide-ranging reciprocal tariffs to address trade deficits and perceived inconsistent economic treatment of importation between the United States and its trading partners. In addition to third-party manufacturing in Mexico and Canada, we also rely on third-party manufacturing operations in Thailand for a significant portion of our revenue. The imposition of new tariffs on imports from countries from which we source product inputs, or specifically targeting key materials or inputs into our products, could lead to higher costs and supply chain disruption.

Current report

We may take steps to attempt to mitigate the impact of tariffs on our business, including by making changes to our supply chain practices, sources of supply, or manufacturing locations or by passing the cost of tariffs to customers who take shipment of impacted products in the United States. These changes could lead to additional costs or capital investment and supply chain delays or disruption. Within the current trade policy environment, there can be no guarantee as to which of our products will be impacted by tariffs or eligible for exceptions under existing or future trade agreements. Moreover, there can be no assurance as to customer reaction to the current trade environment, the imposition of new tariffs, or any tariff mitigation steps we elect to take. Among other things, customers may elect to reduce spending generally, defer orders or delivery of existing orders, or elect to shift purchases to other vendors, each of which would adversely impact our financial results and competitive position with customers.

Previous report

If we are unable to secure order growth, our revenue may not reach the levels we anticipate.

Previous report

As a result of unprecedented order volumes placed by customers to address supply chain constraints and longer delivery lead times, our backlog grew from $1.2 billion at the end of fiscal 2020 to $4.2 billion at the end of fiscal 2022. Our revenue grew by 21% during fiscal 2023 as we consumed a significant portion of this backlog. Customer order volumes rapidly decreased and, throughout much of fiscal 2023 and into the first half of fiscal 2024, we experienced orders that were below our revenue. As a result, our backlog decreased to $2.1 billion as of the end of the third quarter of fiscal 2024. As backlog consumption reduces and represents a relatively smaller portion of our quarterly revenue, we expect to increasingly rely upon securing orders growth, particularly orders that we are able to convert into revenue during the same quarter in which they are received (which we refer to as "book to revenue"). Our future revenue growth will depend on securing increased orders, particularly from our communications service provider customers. Our failure to reach increased order levels, including a more typical composition of our quarterly revenue comprised of book to revenue orders, would adversely affect our revenue and results of operations.

Previous report

The international scale of our sales and operations exposes us to additional risk and expense that could adversely affect our results of operations.

Previous report

We market, sell and service our products globally, maintain personnel in numerous countries, and rely on a global supply chain for sourcing important components and manufacturing our products. Our international sales and operations are subject to inherent risks, including:

Previous report

•adverse social, political and economic conditions, such as continued inflation and rising interest rates;

Previous report

•effects of adverse changes in currency exchange rates;

Previous report

•greater difficulty in collecting accounts receivable and longer collection periods;

Previous report

•difficulty and cost of staffing and managing foreign operations;

Previous report

•higher incidence and risk of corruption or unethical business practices;

Previous report

•less protection for intellectual property rights in some countries;

Previous report

•tax and customs changes that adversely impact our global sourcing strategy, manufacturing practices, transfer-pricing, or competitiveness of our products for global sales;

Previous report

•compliance with certain testing, homologation or customization of products to conform to local standards;

Previous report

•significant changes to free trade agreements, trade protection measures, tariffs and other import measures, export compliance, economic sanctions measures, domestic preference procurement requirements, qualification to transact business and additional regulatory requirements;

Previous report

•natural disasters (including as a result of climate change), acts of war or terrorism, and public health emergencies, including the COVID-19 pandemic; and

Previous report

•uncertain economic, legal and political conditions in Europe, Asia and other regions where we do business, including, for example, as a result of continued impacts of Brexit on the relationship between the United Kingdom and Europe, the ongoing military conflicts between Russia and Ukraine and Israel and Hamas, including related maritime impacts in the Red Sea, and changes in China-Taiwan and U.S.-China relations.

Previous report

We utilize a sourcing strategy that emphasizes global procurement of materials that has direct or indirect dependencies upon a number of vendors with operations in the Asia-Pacific region. We also rely upon third-party contract manufacturers, including those with facilities in Canada, Mexico, Thailand and the United States, to manufacture, support and ship our products. Physical, regulatory, technological, market, reputational, and legal risks related to climate change in these regions and globally are increasing in impact and diversity and the magnitude of any short-term or long-term adverse impact on our business or results of operations remains unknown. The physical impacts of climate change, including as a result of certain types of natural disasters occurring more frequently or with more intensity or changing weather patterns, could disrupt our supply chain, result in damage to or closures of our facilities, and could otherwise have an adverse impact on our business, operating results, and financial condition.

Previous report

Our international operations are subject to complex foreign and U.S. laws and regulations, including anti-bribery and corruption laws, antitrust or competition laws, data privacy laws, such as the GDPR, and environmental regulations, among others. In particular, recent years have seen a substantial increase in anti-bribery law enforcement activity by U.S. regulators, and we currently operate and seek to operate in many parts of the world that are recognized or perceived as having greater potential for corruption. Violations of any of these laws and regulations could result in fines and penalties, criminal sanctions against us or our employees, prohibitions on the conduct of our business and on our ability to offer our products and services in certain geographies, and significant harm to our business reputation. Our policies and procedures to promote compliance with these laws and regulations and to mitigate these risks may not protect us from all acts committed by our employees or third-party vendors, including contractors, agents and services partners or from the misinterpretation or changing application of such laws. Additionally, the costs of complying with these laws (including the costs of investigations, auditing and monitoring) could adversely affect our current or future business.

Previous report

Our business, operations and financial results could also be adversely impacted by instability, disruption or destruction in a significant geographic region, including as a result of war, terrorism, riot, civil insurrection or social unrest; natural or man-made disasters; public health emergencies; or economic instability or weakness. For example, in February 2022, armed conflict escalated between Russia and Ukraine. The United States and certain other countries have imposed sanctions on Russia and could impose further sanctions, which could damage or disrupt international commerce and the global economy. We are complying with a broad range of U.S. and international sanctions and export control requirements imposed on Russia and, in March 2022, we announced our decision to suspend our business operations in Russia immediately. Although this decision did not materially impact our results of operations for fiscal 2022 or 2023 due to the limited amount of business that we conducted in Russia historically, it is not possible to predict the broader or longer-term consequences of this conflict, which could include further sanctions, export control and import restrictions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets. In addition, the conflict between Israel and Hamas, and related regional impacts have recently resulted in damage to submarine cables in the Red Sea and disruption of networks using those cables, which could impact future projects by our customers in this region. Such geopolitical instability and uncertainty could have a negative impact on our ability to sell to, ship products to, collect payments from, and support customers in certain countries and regions based on trade restrictions, sanctions, embargoes and export control law restrictions, and logistics restrictions including closures of air space, and could increase the costs, risks and adverse impacts from supply chain and logistics challenges.

Previous report

The success of our international sales and operations will depend, in large part, on our ability to anticipate and manage these risks effectively. Our failure to manage any of these risks could harm our international operations, reduce our international sales, and could give rise to liabilities, costs or other business difficulties that could adversely affect our operations and financial results.