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CIENA CORP

For the period ended Aug 1, 2026. Filed Sep 3, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Aug 1, 2026 · Filed Sep 3, 2026

CIEN$243.39+5.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-05-02; filed 2026-06-04.

0001628280-26-040767

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-08-01; filed 2026-09-03.

0001628280-26-060361

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 127 previous paragraphs and 131 current paragraphs.

55 unchanged; 57 reworded; 17 added; 13 removed; 2 previous and 2 current paragraphs rearranged.

Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

During the third quarter of fiscal 2026, we completed a convertible note offering of $2.9 billion and immediately used the proceeds to repay our term loan as described in Note 13 to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this report.

Current report

•Networking Platforms segment revenue increased by $414.3 million.

Current report

•Networking Platforms segment revenue increased by $1.2 billion.

Current report

•APAC revenue increased by $64.0 million, primarily driven by increased sales in India, Singapore, and Australia.

Current report

•APAC revenue increased by $125.6 million, primarily driven by increased sales in India, Singapore, and Australia.

Current report

•Gross margin increased by 410 basis points, reflecting increased product and services margin.

Current report

•Services gross margin increased by 520 basis points, primarily due to increased volume of higher margin implementation services.

Current report

•Significant asset impairments and restructuring costs decreased by $2.1 million primarily related to higher facilities restructuring costs in fiscal 2025.

Current report

•Global Services segment profit increased by $25.9 million, primarily due to increased implementation sales and improved services gross margin as described above.

Current report

•Global Services segment profit increased by $50.0 million, primarily due to increased implementation sales and improved services gross margin as described above.

Current report

•Interest and other income, netincreased by $7.3 million, primarily resulting from higher interest income on our investments.

Current report

•Interest expense decreased by $17.0 million primarily due to refinancing of debt at a 0% interest rate, net of the effect of a related termination of interest rate swaps, see notes 12 and 13.

Current report

•Interest expense decreased by $19.4 million, primarily due to refinancing debt at 0% interest rate, net of the effect of a related termination of interest rate swaps, see notes 12 and 13.

Current report

Financing Arrangements. On June 11, 2026, we closed a private offering of $2.9 billion aggregate principal amount of 2031 Notes to qualified institutional buyers. The 2031 Notes will mature on September 15, 2031 unless earlier converted, redeemed or repurchased. Concurrently with the issuance of the 2031 Notes, we entered into convertible note hedge transactions that reduce potential dilution upon conversion of the notes and entered into warrant transactions to raise additional capital to partially offset the costs of entering into the convertible note hedge transactions. See Note 13 to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this report

Current report

•The change in inventory primarily reflects component purchases as part of our effort to optimize the cost and functioning of our supply chain;

Current report

(3) Our interest rate swaps fixed the SOFR rate for our Refinanced 2030 Term Loan through termination on June 11, 2026.
Removed paragraphs (13)

Previous report

•Networking Platforms segment revenue increased by $407.8 million.

Previous report

•Networking Platforms segment revenue increased by $735.7 million.

Previous report

•APAC revenue increased by $72.0 million, primarily driven by increased sales to service provider customers in India and enterprise customers in Australia.

Previous report

•APAC revenue increased by $61.5 million, primarily driven by increased sales to service provider customers in India, cloud provider customers in Singapore, and enterprise customers in Australia.

Previous report

•Services gross margin decreased by 110 basis points, primarily due to a less favorable services mix, partially offset by improved margins on implementation services.

Previous report

•Gross margin increased by 180 basis points, primarily reflecting increased product margin offset by decreased services margin.

Previous report

•Services gross margin decreased by 260 basis points, primarily due to a less favorable services mix, partially offset by improved margins on implementation services.

Previous report

•Global Services segment profit increased by $12.0 million, primarily due to increased sales volume as described above.

Previous report

•Global Services segment profit increased by $24.1 million, primarily due to increased sales volume as described above.

Previous report

•Interest expense decreased by $2.4 million, primarily due to lower interest rates on our floating rate debt, net of hedging activity.

Previous report

•The change in inventories primarily reflects increased finished good inventory to mitigate supply chain volatility, partially offset by reduction in raw materials;

Previous report

(3) Our interest rate swaps fix the SOFR rate for $350.0 million of our Refinanced 2030 Term Loan at 3.47% through January 2028 and another$350.0 million of our Refinanced 2030 Term Loan at 3.287% through December 2028.
Reworded paragraphs (57)

Previous wording

Our industry has been experiencing unprecedented increases in demand, in particular due to capital expenditures related to AI and other cloud-based applications. As a result, we experienced strong momentum and growth in fiscal 2025 that continued in the first half of fiscal 2026. As our sales to cloud providers grow, we are seeing a small number of those customers become a larger portion of our business across multiple revenue segments. Our revenue increased by 40% to $1.6 billion in the second quarter of fiscal 2026 as compared to $1.1 billion in the second quarter of fiscal 2025, with orders for our products and services significantly exceeding our revenue. This dynamic, together with an industry-wide constrained supply environment, has resulted in historically high backlog.

Current wording

Our industry has been experiencing unprecedented increases in demand, in particular due to capital expenditures related to AI and other cloud-based applications. As a result, we experienced strong momentum and growth in fiscal 2025 that continued in the first three quarters of fiscal 2026. As our sales to cloud providers grow, we are seeing a small number of those customers become a larger portion of our business across multiple revenue segments. Our revenue increased by 37% to $1.7 billion in the third quarter of fiscal 2026 as compared to $1.2 billion in the third quarter of fiscal 2025, with orders for our products and services significantly exceeding our revenue. This dynamic, together with an industry-wide constrained supply environment, has resulted in historically high backlog. As part of our efforts to secure both long-term supply and demand, we have, and are seeking to continue to, enter into multi-year supply agreements with certain of our suppliers, some of which involve firm purchase commitments and prepayment arrangements, and long-term purchase arrangements with customers.

Previous wording

Our gross margin increased to 44.0% in the second quarter of fiscal 2026, compared to 40.2% in the second quarter of fiscal 2025, primarily due to higher product gross margin associated with cost reduction, pricing optimization, and product mix.

Current wording

Our gross margin increased to 45.4% in the third quarter of fiscal 2026, compared to 41.3% in the third quarter of fiscal 2025, primarily due to higher product gross margin associated with cost reduction, pricing optimization, product mix, and tariff refunds.

Previous wording

Our operating expense grew from $420 million in the second quarter of fiscal 2025 to $454 million in the second quarter of fiscal 2026. During the second quarter of fiscal 2026, we invested $238 million in research and development activities, an increase of 11% compared to the second quarter of fiscal 2025. We believe that our investment capacity and our efforts to push the pace of innovation are important competitive differentiators in our markets, which requires both investment capacity and expenditures. In particular, in an effort to capture certain market opportunities created by the impact of AI on networks, we continued to increase the performance of and enhance the capabilities for our leading WaveLogic TM coherent modem technology, through which we seek to extend our leadership in optical networking, and leverage it to expand our addressable market, including inside and around the data center.

Current wording

Our operating expense grew from $430 million in the third quarter of fiscal 2025 to $458 million in the third quarter of fiscal 2026. During the third quarter of fiscal 2026, we invested $237 million in research and development activities, an increase of 12% compared to the third quarter of fiscal 2025. We believe that our investment capacity and our efforts to push the pace of innovation are important competitive differentiators in our markets, which requires both investment capacity and expenditures. In particular, in an effort to capture certain market opportunities created by the impact of AI on networks, we continued to increase the performance of and enhance the capabilities for our leading WaveLogic TM coherent modem technology, through which we seek to extend our leadership in optical networking, and leverage it to expand our addressable market, including inside and around the data center.

Previous wording

Our capital allocation strategy is focused on maintaining our significant innovation investment, investing in select transactions, and returning value to stockholders, while preserving our strategic and operational flexibility. We continuously work to improve our cash cycle and evaluate alternatives to manage our capital structure in order to enhance our liquidity. We ended the first half of fiscal 2026 with $1.4 billion of cash, cash equivalents, and investments. As of the end of the first half of fiscal 2026, cash generated from operations increased to $487 million as compared to $261 million as of the end of the first half of fiscal 2025. Consistent with our capital allocation priorities, during the first half of fiscal 2026, we invested $115 million in capital purchases, primarily for supply chain equipment and research and development, and $344 million to repurchase shares through our share buyback program and for tax withholding purposes associated with employee stock awards.

Current wording

Our capital allocation strategy is focused on maintaining our significant innovation investment, investing in select transactions, and returning value to stockholders, while preserving our strategic and operational flexibility. We continuously work to improve our cash cycle and evaluate alternatives to manage our capital structure in order to enhance our liquidity. We ended the first nine months of fiscal 2026 with $2.8 billion of cash, cash equivalents, and investments. As of the end of the first nine months of fiscal 2026, cash generated from operations increased to $684 million as compared to $435 million as of the end of the first nine months of fiscal 2025. Consistent with our capital allocation priorities, during the first nine months of fiscal 2026, we invested $195 million in capital purchases, primarily for supply chain equipment and research and development, and $338 million and $278 million to repurchase shares through our share buyback program and for tax withholding purposes associated with employee stock awards, respectively.

Previous wording

As a result of the increased demand described above, our revenue increased by approximately 40%, or $444.9 million, in the second quarter of fiscal 2026 as compared to the second quarter of fiscal 2025, and approximately 36% or $799.6 million, in the six months ended May 2, 2026 as compared to the six months ended May 3, 2025.

Current wording

As a result of the increased demand described above, our revenue increased by approximately 37% in the third quarter and first nine months of fiscal 2026 as compared to the third quarter and first nine months of fiscal 2025, or $451.7 million and $1.3 billion, respectively.

Previous wording

•Optical Networking products revenue increased by $326.3 million, primarily driven by increases in sales of our Waveserver® system and our 6500 Reconfigurable Line Systems (RLS).

Current wording

•Optical Networking products revenue increased by $375.8 million, primarily driven by increases in sales of our 6500 Reconfigurable Line Systems (RLS), Waveserver® systems, and coherent pluggable transceivers.

Previous wording

•Routing and Switching products revenue increased by $81.5 million, primarily driven by increases in sales of our 3000 and 5000 series of service delivery and aggregation platforms, and our 8100 Coherent IP networking platforms in our out-of-band data center management (DCOM) solution.

Current wording

•Routing and Switching products revenue increased by $38.5 million, primarily driven by an increase in sales of our 3000 and 5000 series of service delivery and aggregation platforms in our DCOM solution, partially offset by a sales decrease in our virtualization software.

Previous wording

•Platform Software and Services segment revenue increased by $8.4 million, primarily reflecting a sales increase in our Navigator Network Control Suite (NCS) software solution.

Current wording

•Platform Software and Services segment revenue increased by $8.7 million, primarily reflecting a sales increase in our Navigator Network Control Suite (“NCS”) software solution.

Previous wording

•Blue Planet Automation Software and Services segment revenue decreased by $4.6 million, primarily reflecting a sales decrease in our unified assurance and analytics software.

Current wording

•Blue Planet Automation Software and Services segment revenue decreased by $4.6 million, primarily reflecting a sales decrease in our orchestration software.

Previous wording

•Global Services segment revenue increased by $67.3 million, primarily reflecting sales increases in our implementation services and maintenance support and learning services.

Current wording

•Global Services segment revenue increased by $33.3 million, primarily reflecting sales increases in our implementation services.

Previous wording

•Optical Networking revenue increased by $621.4 million, primarily driven by increases in sales of our Waveserver® system and our 6500 RLS.

Current wording

•Optical Networking revenue increased by $997.3 million, primarily driven by increases in sales of our 6500 Reconfigurable Line Systems (RLS), Waveserver® systems, and coherent pluggable transceivers.

Previous wording

•Routing and Switching revenue increased by $114.3 million, primarily driven by increases in sales of our 3000 and 5000 series of service delivery and aggregation platforms, and our 8100 Coherent IP networking platforms in our DCOM solution.

Current wording

•Routing and Switching revenue increased by $152.9 million, primarily driven by increases in sales of our 3000 and 5000 series of service delivery and aggregation platforms, and 8100 Coherent IP networking platforms in our DCOM solution, partially offset by a sales decrease in our virtualization software.

Previous wording

•Platform Software and Services segment revenue increased by $6.8 million, primarily reflecting a sales increase in our Navigator NCS software solution, partially offset by sales decreases of our software consulting services.

Current wording

•Platform Software and Services segment revenue increased by $15.5 million, primarily reflecting a sales increase in our Navigator NCS software solution, partially offset by decreases in sales of our software consulting services.

Previous wording

•Blue Planet Automation Software and Services segment revenue decreased by $10.2 million, primarily reflecting a sales decrease in our unified assurance and analytics software.

Current wording

•Blue Planet Automation Software and Services segment revenue decreased by $14.8 million, primarily reflecting sales decreases in our unified assurance and analytics software and orchestration software.

Previous wording

•Global Services segment revenue increased by $33.3 million, primarily reflecting sales increases in our implementation services and maintenance, support, and learning services.

Current wording

•Global Services segment revenue increased by $100.6 million, primarily reflecting sales increases in our implementation services and maintenance support and learning services.

Previous wording

•Americas revenue increased by $368.4 million, primarily driven by increased sales to cloud provider customers as well as service provider customers in the United States.

Current wording

•Americas revenue increased by $393.2 million, primarily driven by increased sales to cloud provider customers in the United States.

Previous wording

•EMEA revenue increased by $4.5 million, primarily driven by increased sales in France, partially offset by decreased sales to cloud provider customers in the Netherlands.

Current wording

•EMEA revenue decreased by $5.5 million, primarily driven by decreased sales to cloud provider customers in the Netherlands.

Previous wording

•Americas revenue increased by $691.0 million, primarily driven by increased sales to cloud provider customers and service provider customers in the United States.

Current wording

•Americas revenue increased by $1.1 billion, primarily driven by increased sales to cloud provider customers and service provider customers in the United States.

Previous wording

•EMEA revenue increased by $47.1 million, primarily driven by increased sales to cloud provider customers in the Netherlands and increased sales in France.

Current wording

•EMEA revenue increased by $41.7 million, primarily driven by increased sales to cloud provider customers in the Netherlands and service provider customers in Great Britain.

Previous wording

During both the second quarter and first six months of fiscal 2026, approximately 9% of our revenue was non-U.S. Dollar-denominated. During the second quarter and first six months of fiscal 2026 as compared to the second quarter and first six months of fiscal 2025, the U.S. Dollar generally weakened against other currencies with minimal impact.

Current wording

During the third quarter and first nine months of fiscal 2026, approximately 10% and 9% of our revenue was non-U.S. Dollar-denominated, respectively. During the third quarter of fiscal 2026 as compared to the third quarter of fiscal 2025, and the first nine months of fiscal 2026 as compared to the first nine months of fiscal 2025, the U.S. Dollar fluctuated against other currencies with minimal impact.

Previous wording

•Product gross margin increased by 310 basis points, primarily due to cost reduction, pricing optimization, and product mix, partially offset by lower manufacturing efficiencies.

Current wording

•Product gross margin increased by 410 basis points, primarily due to cost reductions, pricing optimization, product mix, and tariff recoveries, partially offset by lower manufacturing efficiencies and an increased provision for excess and obsolete inventory.

Previous wording

•Gross margin increased by 380 basis points, primarily reflecting increased product margin offset by decreased services margin.

Current wording

•Gross margin increased by 270 basis points, primarily reflecting increased product margin.

Previous wording

•Product gross margin increased by 510 basis points, primarily due to cost reduction, pricing optimization, and product mix, partially offset by lower manufacturing efficiencies.

Current wording

•Product gross margin increased by 350 basis points, primarily due to pricing optimization, product mix, cost reductions, and tariff recoveries, partially offset by lower manufacturing efficiencies and increased provision for excess and obsolete inventory.

Previous wording

•Research and development expense increased by $51.8 million. Net of hedging, this primarily reflects higher employee headcount and related costs, including from our acquisition of Nubis Communications, technology related costs and engineering design and development costs.

Current wording

•Research and development expense increased by $24.8 million. Net of hedging, this primarily reflects higher employee headcount and related costs, including from our acquisition of Nubis Communications and engineering design and development costs, prototype costs and technology-related costs.

Previous wording

•Selling and marketing expense increased by $10.4 million, which primarily reflects increases in employee-related compensation costs.

Current wording

•Selling and marketing expense increased by $5.2 million, which primarily reflects increases in employee-related compensation costs.

Previous wording

•General and administrative expense increased by $4.3 million, which primarily reflects increases in employee-related compensation costs.

Current wording

•General and administrative expense increased by $2.2 million, which primarily reflects increases in professional services.

Previous wording

•Research and development expense increased by $23.0 million. Net of hedging, this primarily reflects higher employee headcount and related costs, including from our acquisition of Nubis Communications, technology related costs and engineering design and development costs.

Current wording

•Research and development expense increased by $76.6 million. Net of hedging, this primarily reflects higher employee headcount and related costs, including from our acquisition of Nubis Communications, engineering design and development costs and technology-related costs.

Previous wording

•Selling and marketing expense increased by $22.7 million, which primarily reflects increases in employee-related compensation costs.

Current wording

•Selling and marketing expense increased by $28.0 million, which primarily reflects increases in employee-related compensation costs.

Previous wording

•General and administrative expense increased by $9.6 million, which primarily reflects increases in employee-related compensation costs and professional services.

Current wording

•General and administrative expense increased by $11.9 million, which primarily reflects increases in employee-related compensation costs and professional services.

Previous wording

•Amortization of intangible assets decreased by $4.6 million, primarily reflecting certain intangible assets having reached the end of their economic lives.

Current wording

•Amortization of intangible assets decreased by $7.5 million, primarily reflecting certain intangible assets having reached the end of their economic lives.

Previous wording

•Acquisition and integration costs reflect financial, legal, and accounting advisory costs and certain employee-related costs related to our acquisition of Nubis Communications.

Current wording

•Acquisition and integration costs reflect financial, legal, and accounting advisory costs and certain employee-related costs related to our acquisition of Nubis Communications in the fourth quarter of fiscal 2025.

Previous wording

During both the second quarter and first six months of fiscal 2026, approximately 50% of our operating expense was non-U.S. Dollar-denominated. During the second quarter and first six months of fiscal 2026, as compared to the second quarter and first six months of fiscal 2025, the U.S. Dollar generally weakened against other currencies. These currency fluctuations, net of hedging, had minimal impact.

Current wording

During both the third quarter and first nine months of fiscal 2026, approximately 51% of our operating expense was non-U.S. Dollar-denominated. During the third quarter and first nine months of fiscal 2026, as compared to the third quarter and first nine months of fiscal 2025, the U.S. Dollar fluctuated against other currencies. These currency fluctuations, net of hedging, had minimal impact.

Previous wording

•Networking Platforms segment profit increased by $210.1 million, primarily due to higher sales volume and improved gross margin as described above, partially offset by higher research and development costs.

Current wording

•Networking Platforms segment profit increased by $213.5 million, primarily due to higher sales volume and improved gross margin as described above, partially offset by higher research and development costs.

Previous wording

•Platform Software and Services segment profit increased by $9.4 million, primarily due to higher product sales volume, as described above, and improved gross margin.

Current wording

•Platform Software and Services segment profit increased by $9.6 million, primarily due to higher product sales volume, as described above, and improved services gross margin.

Previous wording

•Blue Planet Automation Software and Services segment primarily reflects lower software sales volume as described above, reduced gross margins and increased research and development costs.

Current wording

•Blue Planet Automation Software and Services segment decreased by $5.9 million, primarily due to lower software sales volume as described above and reduced product gross margin.

Previous wording

•Networking Platforms segment profit increased by $344.6 million, primarily due to higher sales volume and improved gross margin as described above, partially offset by higher research and development costs.

Current wording

•Networking Platforms segment profit increased by $558.1 million, primarily due to higher sales volume and improved gross margin as described above, partially offset by higher research and development costs.

Previous wording

•Platform Software and Services segment profit increased by $5.7 million, primarily due to higher product sales and slightly higher gross margin, partially offset by lower services sales volume and increased research and development costs.

Current wording

•Platform Software and Services segment profit increased by $15.4 million, primarily due to higher product sales and higher gross margin, partially offset by lower services sales volume and increased research and development costs.

Previous wording

•Blue Planet Automation Software and Services segment primarily reflects lower software sales volume as described above, reduced gross margins and increased research and development costs.

Current wording

•Blue Planet Automation Software and Services segment primarily reflects lower software sales volume as described above and reduced gross margins and increased research and development costs.

Previous wording

•Loss on extinguishment and modification of debt reflects the refinancing of our 2030 Term Loan in the first quarter of fiscal 2025.

Current wording

•Loss on extinguishment and modification of debt reflects the early extinguishment of our 2030 Term Loan in the third quarter of fiscal 2026, see note 13.

Previous wording

•Provision for income taxes increased by $2.8 million, primarily due to the increase in pre-tax book income.

Current wording

•Provision for income taxes increased by $28.7 million, primarily due to the increase in pre-tax book income.

Showing the first 40 of 57 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

•Loss on extinguishment and modification of debt reflects the early extinguishment of our 2030 Term Loan in the third quarter of fiscal 2026 and refinancing of our 2030 Term Loan in the first quarter of fiscal 2025, see note 13.

Current report — wording carried from elsewhere

For additional information about our debt transactions see Note 13 to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this report.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

•Significant asset impairments and restructuring costs remained relatively unchanged.

Previous report — wording carried elsewhere

•Interest and other income, netincreased by $7.6 million, primarily reflecting the impact of foreign exchange rates on assets and liabilities denominated in a currency other than the relevant functional currency, net of hedging activity.