8-K

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): September 3, 2020

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 September 3, 2020, Ciena Corporation ("Ciena") issued a press release announcing its financial results for its third fiscal quarter ended August 1, 2020. 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 third fiscal quarter ended August 1, 2020.

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

(d)	The following exhibits are being filed herewith:
	Exhibit Number	Description of Document
	Exhibit 99.1	Text of Press Release dated September 3, 2020, issued by Ciena Corporation, reporting its results of operations for its third fiscal quarter ended August 1, 2020.
	Exhibit 99.2	Investor Presentation for Ciena Corporation's third fiscal quarter ended August 1, 2020.
	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: September 3, 2020	By:	/S/ David M. Rothenstein
		David M. Rothenstein
		Senior Vice President, General Counsel and Secretary

EX-99.1

FOR IMMEDIATE RELEASE

Ciena Reports Fiscal Third Quarter 2020 Financial Results

HANOVER, Md. - September 3, 2020 - Ciena^® Corporation (NYSE: CIEN), a networking systems, services and software company, today announced unaudited financial results for its fiscal third quarter ended August 1, 2020.

Q3 Revenue: $976.7 million, increasing 1.7% year over year

Q3 Net Income per Share: $0.91 GAAP; $1.06 adjusted (non-GAAP), increasing 49% year over year

"We delivered outstanding financial results in the third quarter, reflecting our continued innovation, market leadership and strong competitive position in an uncertain macro environment,“ said Gary Smith, President and CEO, Ciena. “Although COVID-related market dynamics have resulted in an orders slowdown and are likely to adversely impact our revenue for a few quarters, we are confident in our ability to continue executing on our strategy and expanding our market leadership."

For the fiscal third quarter 2020, Ciena reported revenue of $976.7 million as compared to $960.6 million for the fiscal third quarter 2019.

Ciena's GAAP net income for the fiscal third quarter 2020 was $142.3 million, or $0.91 per diluted common share, which compares to a GAAP net income of $86.7 million, or $0.55 per diluted common share, for the fiscal third quarter 2019.

Ciena's adjusted (non-GAAP) net income for the fiscal third quarter 2020 was $166.4 million, or $1.06 per diluted common share, which compares to an adjusted (non-GAAP) net income of $112.3 million, or $0.71 per diluted common share, for the fiscal third quarter 2019.

Fiscal Third Quarter 2020 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
	Q3			Q3
	FY 2020			FY 2019			Y-T-Y*
Revenue	$	976.7		$	960.6		1.7	%
Gross margin	47.6		%	44.2		%	3.4	%
Operating expense	$	276.6		$	299.1		(7.5)	%
Operating margin	19.3		%	13.0		%	6.3	%

	Non-GAAP Results
	Q3			Q3
	FY 2020			FY 2019			Y-T-Y*
Revenue	$	976.7		$	960.6		1.7	%
Adj. gross margin	48.2		%	44.7		%	3.5	%
Adj. operating expense	$	251.2		$	273.2		(8.1)	%
Adj. operating margin	22.4		%	16.2		%	6.2	%
Adj. EBITDA	$	241.1		$	178.0		35.4	%

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

	Revenue by Segment
	Q3 FY 2020			Q3 FY 2019
	Revenue		%**	Revenue		%**
Networking Platforms
Converged Packet Optical	$	722.5	74.0	$	724.3	75.4
Packet Networking	79.8		8.1	71.8		7.5
Total Networking Platforms	802.3		82.1	796.1		82.9
Platform Software and Services	46.4		4.8	37.3		3.9
Blue Planet Automation Software and Services	11.3		1.1	10.5		1.1
Global Services
Maintenance Support and Training	69.1		7.1	65.9		6.9
Installation and Deployment	39.8		4.1	39.8		4.1
Consulting and Network Design	7.8		0.8	11.0		1.1
Total Global Services	116.7		12.0	116.7		12.1
Total	$	976.7	100.0	$	960.6	100.0

** Denotes % of total revenue

Additional Performance Metrics for Fiscal Third Quarter 2020

	Revenue by Geographic Region
	Q3 FY 2020			Q3 FY 2019
	Revenue		% **	Revenue		% **
Americas	$	713.3	73.0	$	656.3	68.3
Europe, Middle East and Africa	162.5		16.6	169.5		17.6
Asia Pacific	100.9		10.4	134.8		14.1
Total	$	976.7	100.0	$	960.6	100.0

** Denotes % of total revenue

•One 10%-plus customer represented a total of 12% of revenue

•Cash and investments totaled $1,164.2 million

•Cash flow from operations totaled $175.4 million

•Average days' sales outstanding (DSOs) were 75

•Accounts receivable balance was $715.2 million

•Unbilled contract asset balance was $97.4 million

•Inventories totaled $363.6 million, including:

◦Raw materials: $133.6 million

◦Work in process: $12.6 million

◦Finished goods: $215.3 million

◦Deferred cost of sales: $45.1 million

◦Reserve for excess and obsolescence: $(43.0) million

•Product inventory turns were 4.8

•Headcount totaled 6,934

Supplemental Materials and Live Web Broadcast of Unaudited Fiscal Third Quarter 2020 Results

Today, Thursday, September 3, 2020, in conjunction with this announcement, Ciena has posted to the Quarterly Results page of the Investor Relations section of its website an accompanying investor presentation for its unaudited fiscal third quarter 2020 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, 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: "We delivered outstanding financial results in the third quarter, reflecting our continued innovation, market leadership and strong competitive position in an uncertain macro environment. Although COVID-related market dynamics have resulted in an orders slowdown and are likely to adversely impact our revenue for a few quarters, we are confident in our ability to continue executing on our strategy and expanding our market leadership."

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 and their business; our ability to execute our business and growth strategies; the duration and severity of the COVID-19 pandemic and the impact of countermeasures taken to mitigate its spread on macroeconomic conditions, economic activity, demand for our technology solutions, short- and long-term changes in customer or end user needs, continuity of supply chain, our business operations, liquidity and financial results; changes in network spending or network strategy by customers; seasonality and the timing and size of customer orders, including 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; supply chain disruptions and the level of success relating to efforts to optimize Ciena's operations; changes in foreign currency

exchange rates affecting revenue and operating expense; factors beyond our control such as natural disasters, acts of war or terrorism, and public health emergencies, including the COVID-19 pandemic; the impact of the Tax Cuts and Jobs Act; changes in tax or trade regulations, including the imposition of tariffs, duties or efforts to withdraw from or materially modify international trade agreements; changes in estimates of prospective income tax rates and any adjustments to Ciena's provisional estimates whether related to further guidance, analysis or otherwise; and the other risk factors disclosed in its Annual Report on Form 10-K filed with the SEC on December 20, 2019 and included in its Quarterly Report on Form 10-Q for the current quarter. 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 networking systems, services and software company. We provide solutions that help our customers create the Adaptive Network™ in response to the constantly changing demands of their users. By delivering best-in-class networking technology through high-touch consultative relationships, we build the world’s most agile networks with automation, openness and scale. For updates on Ciena, follow us on Twitter @Ciena, LinkedIn, 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				Nine Months Ended
	August 1,		August 3,		August 1,		August 3,
	2020		2019		2020		2019
Revenue:
Products	$	819,022	$	810,588	$	2,246,129	$	2,163,808
Services	157,690		150,018		457,548		440,336
Total revenue	976,712		960,606		2,703,677		2,604,144
Cost of goods sold:
Products	436,227		454,921		1,230,378		1,246,413
Services	75,804		81,333		224,757		235,361
Total cost of goods sold	512,031		536,254		1,455,135		1,481,774
Gross profit	464,681		424,352		1,248,542		1,122,370
Operating expenses:
Research and development	130,221		139,880		392,651		406,482
Selling and marketing	94,763		104,230		303,043		305,845
General and administrative	41,635		42,695		126,133		124,092
Amortization of intangible assets	5,840		5,529		17,532		16,586
Significant asset impairments and restructuring costs	6,515		5,355		14,798		11,696
Acquisition and integration costs (recoveries)	(2,329)		1,362		904		4,105
Total operating expenses	276,645		299,051		855,061		868,806
Income from operations	188,036		125,301		393,481		253,564
Interest and other income, net	232		1,050		1,213		5,059
Interest expense	(7,251)		(9,404)		(23,926)		(28,316)
Loss on extinguishment and modification of debt	—		—		(646)		—
Income before income taxes	181,017		116,947		370,122		230,307
Provision for income taxes	38,750		30,198		73,872		57,204
Net income	$	142,267	$	86,749	$	296,250	$	173,103
Net Income per Common Share
Basic net income per common share	$	0.92	$	0.56	$	1.92	$	1.11
Diluted net income per potential common share	$	0.91	$	0.55	$	1.90	$	1.10
Weighted average basic common shares outstanding	154,184		155,488		154,136		156,013
Weighted average dilutive potential common shares outstanding 1	156,318		157,455		155,741		157,949

¹ Weighted average dilutive potential common shares outstanding used in calculating GAAP diluted net income per common share for the third quarter of fiscal 2020 includes 2.1 million shares underlying certain stock option and stock unit awards.

Weighted average dilutive potential common shares outstanding used in calculating GAAP diluted net income per common share for the first nine months of fiscal 2020 includes 1.6 million shares underlying certain stock option and stock unit awards.

Weighted average dilutive potential common shares outstanding used in calculating GAAP diluted net income per common share for the third quarter of fiscal 2019 includes 2.0 million shares underlying certain stock option and stock unit awards.

Weighted average dilutive potential common shares outstanding used in calculating GAAP diluted net income per common share for the first nine months of fiscal 2019 includes 1.9 million shares underlying certain stock option and stock unit awards.

CIENA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

	August 1, 2020		November 2, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	1,093,749	$	904,045
Short-term investments	70,404		109,940
Accounts receivable, net	715,195		724,854
Inventories	363,600		345,049
Prepaid expenses and other	324,935		297,914
Total current assets	2,567,883		2,381,802
Long-term investments	—		10,014
Equipment, building, furniture and fixtures, net	266,996		286,884
Operating lease right-of-use assets	48,573		—
Goodwill	310,772		297,937
Other intangible assets, net	106,182		112,781
Deferred tax asset, net	655,320		714,942
Other long-term assets	99,462		88,986
Total assets	$	4,055,188	$	3,893,346
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	297,163	$	344,819
Accrued liabilities and other short-term obligations	301,030		382,740
Deferred revenue	95,951		111,381
Operating lease liabilities	19,417		—
Current portion of long-term debt	6,930		7,000
Total current liabilities	720,491		845,940
Long-term deferred revenue	40,919		45,492
Other long-term obligations	134,914		148,747
Long-term operating lease liabilities	52,141		—
Long-term debt, net	677,856		680,406
Total liabilities	$	1,626,321	$	1,720,585
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; 154,318,197 and 154,403,850 shares issued and outstanding	1,543		1,544
Additional paid-in capital	6,815,676		6,837,714
Accumulated other comprehensive loss	(40,189)		(22,084)
Accumulated deficit	(4,348,163)		(4,644,413)
Total stockholders’ equity	2,428,867		2,172,761
Total liabilities and stockholders’ equity	$	4,055,188	$	3,893,346

CIENA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

	Nine Months Ended
	August 1,		August 3,
	2020		2019
Cash flows provided by operating activities:
Net income	$	296,250	$	173,103
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements	70,370		65,071
Share-based compensation costs	50,838		44,446
Amortization of intangible assets	29,035		26,610
Deferred taxes	57,636		35,949
Provision for inventory excess and obsolescence	20,176		18,833
Provision for warranty	19,172		15,933
Other	15,085		743
Changes in assets and liabilities:
Accounts receivable	(6,688)		(2,517)
Inventories	(39,568)		(115,427)
Prepaid expenses and other	(52,945)		(85,039)
Operating lease right-of-use assets	12,816		—
Accounts payable, accruals and other obligations	(131,647)		(9,005)
Deferred revenue	(19,039)		4,427
Short and long-term operating lease liabilities	(15,132)		—
Net cash provided by operating activities	306,359		173,127
Cash flows provided by (used in) investing activities:
Payments for equipment, furniture, fixtures and intellectual property	(61,333)		(49,063)
Purchase of available for sale securities	(39,859)		(127,601)
Proceeds from maturities of available for sale securities	90,000		120,000
Proceeds from sales of available for sale securities	—		98,263
Settlement of foreign currency forward contracts, net	3,067		(3,155)
Acquisition of business, net of cash acquired	(28,300)		—
Purchase of equity investment	—		(2,667)
Net cash provided by (used in) investing activities	(36,425)		35,777
Cash flows used in financing activities:
Payment of long term debt	(3,465)		(5,250)
Payment of debt issuance costs	(382)		—
Payment of finance lease obligations	(2,030)		(2,599)
Payment for debt conversion liability	—		(111,268)
Shares repurchased for tax withholdings on vesting of restricted stock units	(26,328)		(23,234)
Repurchases of common stock - repurchase program	(74,535)		(110,484)
Proceeds from issuance of common stock	27,986		22,895
Net cash used in financing activities	(78,754)		(229,940)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1,526)		392
Net increase (decrease) in cash, cash equivalents and restricted cash	189,654		(20,644)
Cash, cash equivalents and restricted cash at beginning of period	904,161		745,434
Cash, cash equivalents and restricted cash at end of period	$	1,093,815	$	724,790
Supplemental disclosure of cash flow information
Cash paid during the period for interest	$	25,278	$	29,921
Cash paid during the period for income taxes, net	$	41,316	$	21,573
Operating lease payments	$	16,762	$	—
Non-cash investing and financing activities
Purchase of equipment in accounts payable	$	4,200	$	4,328
Repurchase of common stock in accrued liabilities from repurchase program	$	—	$	1,441
Conversion of debt conversion liability into 1,585,140 shares of common stock	$	—	$	52,944
Operating lease right-of-use assets subject to lease liability	$	11,404	$	—

APPENDIX A - Reconciliation of Adjusted (Non- GAAP) Quarterly Measures (unaudited)
	Quarter Ended
	August 1,			August 3,
	2020			2019
Gross Profit Reconciliation (GAAP/non-GAAP)
GAAP gross profit	$	464,681		$	424,352
Share-based compensation-products	960			781
Share-based compensation-services	1,007			783
Amortization of intangible assets	3,834			3,303
Total adjustments related to gross profit	5,801			4,867
Adjusted (non-GAAP) gross profit	$	470,482		$	429,219
Adjusted (non-GAAP) gross profit percentage	48.2		%	44.7		%
Operating Expense Reconciliation (GAAP/non-GAAP)
GAAP operating expense	$	276,645		$	299,051
Share-based compensation-research and development	4,286			3,560
Share-based compensation-sales and marketing	5,180			4,192
Share-based compensation-general and administrative	5,940			5,813
Amortization of intangible assets	5,840			5,529
Significant asset impairments and restructuring costs	6,515			5,355
Acquisition and integration costs (recoveries)	(2,329)			1,362
Total adjustments related to operating expense	25,432			25,811
Adjusted (non-GAAP) operating expense	$	251,213		$	273,240
Income from Operations Reconciliation (GAAP/non-GAAP)
GAAP income from operations	$	188,036		$	125,301
Total adjustments related to gross profit	5,801			4,867
Total adjustments related to operating expense	25,432			25,811
Total adjustments related to income from operations	31,233			30,678
Adjusted (non-GAAP) income from operations	$	219,269		$	155,979
Adjusted (non-GAAP) operating margin percentage	22.4		%	16.2		%
Net Income Reconciliation (GAAP/non-GAAP)
GAAP net income	$	142,267		$	86,749
Exclude GAAP provision for income taxes	38,750			30,198
Income before income taxes	181,017			116,947
Total adjustments related to income from operations	31,233			30,678
Adjusted income before income taxes	212,250			147,625
Non-GAAP tax provision on adjusted income before income taxes	45,846			35,282
Adjusted (non-GAAP) net income	$	166,404		$	112,343
Weighted average basic common shares outstanding	154,184			155,488
Weighted average dilutive potential common shares outstanding 1	156,318			157,455
Net Income per Common Share
GAAP diluted net income per common share	$	0.91		$	0.55
Adjusted (non-GAAP) diluted net income per common share	$	1.06		$	0.71

¹ Weighted average dilutive potential common shares outstanding used in calculating Adjusted (non-GAAP) diluted net income per common share for the third quarter of fiscal 2020 includes 2.1 million shares underlying certain stock option and stock unit awards.

Weighted average dilutive potential common shares outstanding used in calculating GAAP diluted net income per common share for the first nine months of fiscal 2020 includes 1.6 million shares underlying certain stock option and stock unit awards.

Weighted average dilutive potential common shares outstanding used in calculating Adjusted (non-GAAP) diluted net income per common share for the third quarter of fiscal 2019 includes 2.0 million shares underlying certain stock option and restricted stock unit awards.

Weighted average dilutive potential common shares outstanding used in calculating GAAP diluted net income per common share for the first nine months of fiscal 2019 includes 1.9 million shares underlying certain stock option and stock unit awards.

APPENDIX B - Calculation of EBITDA and Adjusted EBITDA (unaudited)
	Quarter Ended
	August 1,		August 3,
	2020		2019
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)
Net income (GAAP)	$	142,267	$	86,749
Add: Interest expense	7,251		9,404
Less: Interest and other income, net	232		1,050
Add: Provision for income taxes	38,750		30,198
Add: Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements	21,989		22,076
Add: Amortization of intangible assets	9,674		8,832
EBITDA	$	219,699	$	156,209
Add: Share-based compensation cost	17,259		15,084
Add: Significant asset impairments and restructuring costs	6,515		5,355
Add: Acquisition and integration costs (recoveries)	(2,329)		1,362
Adjusted EBITDA	$	241,144	$	178,010

* * *

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.

•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 its expected useful life.

•Significant asset impairments and restructuring costs - costs incurred as a result of restructuring activities taken to align resources with perceived market opportunities.

•Acquisition and integration costs (recoveries) -consist of expenses for financial, legal and accounting advisors, severance and other employee-related costs associated with our acquisitions of DonRiver and Centina, including costs and recoveries of acquisition consideration associated with a three-year earn-out arrangement related to the DonRiver acquisition in fiscal 2018. Ciena does not believe that these costs are reflective of its ongoing operating expense following its completion of these integration activities.

•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 21.6% for the third fiscal quarter of 2020 and 23.9%for the third fiscal quarter of2019. This rate may be subject to change in the future, including as a result of changes in tax policy or tax strategy.

EX-99.2

Ciena Corporation Earnings Presentation Period ended August 1, 2020 September 3, 2020 Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary.

Forward-looking statements and non-GAAP measures Information in this presentation and related comments of presenters contain a number of forward-looking statements. 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 Ciena’s long-term financial targets, prospective financial results, return of capital plans, business strategies, expectations about its addressable markets and market share, and business outlook for future periods, as well as statements regarding Ciena’s expectations, beliefs, intentions or strategies regarding the future. Often, these can be identified by forward-looking words such as “target” “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “plan,” “predict,” “potential,” “project, “continue,” 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 and their business; our ability to execute our business and growth strategies; the duration and severity of the COVID-19 pandemic and the impact of countermeasures taken to mitigate its spread on macroeconomic conditions, economic activity, demand for our technology solutions, short- and long-term changes in customer or end user needs, continuity of supply chain, our business operations, liquidity and financial results; changes in network spending or network strategy by our customers; seasonality and the timing and size of customer orders, including 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; supply chain disruptions and the level of success relating to efforts to optimize Ciena's operations; changes in foreign currency exchange rates affecting revenue and operating expense; factors beyond our control such as natural disasters, acts of war or terrorism, and public health emergencies, including the COVID-19 pandemic; the impact of the Tax Cuts and Jobs Act; changes in tax or trade regulations, including the imposition of tariffs, duties or efforts to withdraw from or materially modify international trade agreements; and the other risk factors disclosed in Ciena’s periodic reports filed with the Securities and Exchange Commission (SEC) including Ciena’s Annual Report on Form 10-K filed with the SEC on December 20, 2019 and Ciena’s Quarterly Report on Form 10-Q 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 profit, EBITDA, net income, 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 filed with the Securities and Exchange Commission. Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 2

Safety and community Business continuity Financial strength • Prioritizing health of employees and • Supply chain design and business • We have a strong balance sheet and following CDC guidance for employers continuity planning has allowed us to solid cash flow generation continue to support customers and • The vast majority of our employees minimize disruption • In light of current market conditions, working remotely we have suspended our share • Significant IT investment in digital repurchase program and are • Instituted pandemic employee benefits platforms and virtual collaboration exercising prudent operating expense tools has enabled a seamless management • Tripled our corporate charitable transition to remote working matching program for employee donations and volunteering Result: We are well positioned to Result: Our financial strength provides manage through the current set of long-term resiliency and differentiated Result: Our employees have excelled challenges presented by COVID-19 flexibility to support our business through their continued focus, strength and kindness * A reconciliation of these non-GAAP measures to our GAAP results is included in the appendix to this presentation. Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 3

Achieving balanced growth Driving the pace of innovation Delivering shareholder value . Non-telco represented 43% of total . TTM Adjusted R&D* investment was revenue $518M . Direct web-scale contributed 25% of . 535 100G+ total customers, which total revenue includes 37 new wins on WaveLogic Ai . MSO contributed 9% of total revenue and 27 new wins on WaveLogic 5e in Q3 . Americas revenue up 9% YoY . Shipped WL 5 Extreme to almost 40 customers, and the technology is live and carrying traffic in several networks ¹ Source: Capital IQ 12/31/19-8/24/20 * A reconciliation of these non-GAAP measures to our GAAP results is included in the appendix to this presentation. Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 4

Q3 FY 2020 financial highlights Adjusted Operating Expense* * A reconciliation of these non-GAAP measures to our GAAP results is included in the appendix to this presentation. Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 5

Q3 FY 2020 comparisons (year-over-year) Revenue Adj. Gross Margin* Adj. Operating Margin* (in millions) Q3 FY'19 Q3 FY'20 Q3 FY'19 Q3 FY'20 Q3 FY'19 Q3 FY'20 48.2% $960.6 $976.7 22.4% 44.7% 16.2% Adj. OpEx* Adj. EBITDA* Adj. EPS* (in millions) (in millions) Q3 FY'19 Q3 FY'20 Q3 FY'19 Q3 FY'20 Q3 FY'19 Q3 FY'20 $1.06 $241.1 $273.2 $251.2 $178.0 $0.71 Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. * A reconciliation of these non-GAAP measures to our GAAP results is included in the appendix to this presentation. 6

Revenue by segment (Amounts in millions) 48.2% 46.9% 50.0% Q3 FY 2020 Q3 FY 2019 44.7% 45.1% 1,000.0 43.8% 45.0% Revenue %** Revenue %** 40.0% Networking Platforms 800.0 35.0% Converged Packet Optical $722.5 74.0 $724.3 75.4 30.0% Packet Networking 79.8 8.1 71.8 7.5 600.0 22.4% 25.0% Total Networking Platforms 802.3 82.1 796.1 82.9 17.9% 20.0% Platform Software and Services 46.4 4.8 37.3 3.9 16.2% 400.0 Blue Planet Automation Software and 13.3% 13.1% 15.0% Services 11.3 1.1 10.5 1.1 Global Services 200.0 10.0% 5.0% Maintenance Support and Training 69.1 7.1 65.9 6.9 Installation and Deployment 0.0 0.0% 39.8 4.1 39.8 4.1 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Consulting and Network Design 7.8 0.8 11.0 1.1 Networking Platforms Platform Software and Services Total Global Services BP Automation Software and Services Global Services 116.7 12.0 116.7 12.1 Adj. Operating Margin* Adj. Gross Margin* Total $976.7 100.0% $960.6 100.0% * A reconciliation of these non-GAAP measures to our GAAP results is included in the appendix to this presentation. ** Denotes % of total revenue Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 7

Continued strength derived from non-telco revenue* Q3 FY 2020 Direct Webscale Cable Gov't, R&E & Enterprise 50% 45% 40% 7% 9% 9% 9.3% Direct Webscale 35% 11% 30% 7% 11% 10% 9% Cable 25% 25.1% 9% 8.7% Gov't, R&E, 20% 9% Enterprise 15% 27% 24% 25% 10% 20% 15% 5% *represents 43.1% of total revenue in Q3 FY 2020 0% Q3 FY'19 Q4 FY'19 Q1 FY'20 Q2 FY'20 Q3 FY'20 Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 8

Revenue by geographic region Q3 FY 2020 Americas Europe, Middle East, Africa Asia Pacific $1,000.0 10% $900.0 10% 14% 12% $800.0 16% 16% 17% 10.4% Americas $700.0 18% 16% 16% 16.6% $600.0 Europe, Middle East and Africa $500.0 73.0% Asia Pacific (In millions) $400.0 74% 73% 68% 73% $300.0 69% $200.0 $100.0 $- Q3 FY'19 Q4 FY'19 Q1 FY'20 Q2 FY'20 Q3 FY'20 Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 9

Q3 FY 2020 balance sheet and operating metrics Free Cash Flow Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 10

Delivering consistent and differentiated financial performance Normalized Revenue Normalized Adjusted OM Ciena Industry Avg Ciena Industry Avg 1.60 2.00 1.40 1.50 1.20 1.00 1.00 0.50 0.80 0.00 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 Source: Company filings Industry Average: ACIA, ADTN, ADVA, CSCO, INFN1, JNPR and NOKIA Networks segment 1. INFN represents INFN+Coriant from the time the acquisition closed Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 11

Delivering profitability and total shareholder return Adjusted EPS YTD Total Shareholder Return 31.4% CAGR 50.0% $2.11 40.0% 30.0% $1.39 20.0% $1.14 $0.93 10.0% 0.0% -10.0% -20.0% FY'16 FY'17 FY'18 FY'19 Ciena Nokia ADTRAN Acacia Juniper ADVA Infinera Cisco Source: company disclosures and S&P Capital IQ *YTD represents 12/31/19-8/24/20 Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 12

Q3 fiscal 2020 appendix Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 13

Q3 FY 2020 Q2 FY 2020 Q1 FY 2020 Q4 FY 2019 Q3 FY 2019 GAAP gross profit $464,681 $413,326 $370,535 $419,696 $424,352 Share-based compensation-products 960 827 671 748 781 Share-based compensation-services 1,007 1,036 842 715 783 Amortization of intangible assets 3,834 3,835 3,834 3,303 3,303 Total adjustments related to gross profit 5,801 5,698 5,347 4,766 4,867 Adjusted (non-GAAP) gross profit $470,482 $419,024 $375,882 $424,462 $429,219 Adjusted (non-GAAP) gross margin 48.2% 46.9% 45.1% 43.8% 44.7% Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 14

Q3 FY 2020 Q2 FY 2020 Q1 FY 2020 Q4 FY 2019 Q3 FY 2019 GAAP operating expense $276,645 $285,838 $292,578 $326,494 $299,051 Share-based compensation-research and development 4,286 4,822 3,849 3,287 3,560 Share-based compensation-sales and marketing 5,180 5,264 4,613 4,151 4,192 Share-based compensation-general and administrative 5,940 5,975 5,527 6,425 5,813 Amortization of intangible assets 5,840 5,839 5,853 5,222 5,529 Significant asset impairments and restructuring costs 6,515 3,811 4,472 12,842 5,355 Acquisition and integration costs (recoveries) (2,329) 1,414 1,819 (735) 1,362 Total adjustments related to operating expense 25,432 27,125 $26,133 $31,192 $25,811 Adjusted (non-GAAP) operating expense $251,213 $258,713 $266,445 $295,302 $273,240 Q3 FY 2020 Q2 FY 2020 Q1 FY 2020 Q4 FY 2019 Q3 FY 2019 GAAP income from operations $188,036 $127,488 $77,957 $93,202 $125,301 Total adjustments related to gross profit 5,801 5,698 5,347 4,766 4,867 Total adjustments related to operating expense 25,432 27,125 26,133 31,192 25,811 Total adjustments related to income from operations 31,233 32,823 31,480 35,958 30,678 Adjusted (non-GAAP) income from operations $219,269 $160,311 $109,437 $129,160 $155,979 Adjusted (non-GAAP) operating margin 22.4% 17.9% 13.1% 13.3% 16.2% Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 15

Q3 FY 2020 Q2 FY 2020 Q1 FY 2020 Q4 FY 2019 Q3 FY 2019 GAAP net income $142,267 $91,655 $62,328 $80,331 $86,749 Exclude GAAP provision for income taxes 38,750 25,308 9,814 2,552 30,198 Income before income taxes 181,017 116,963 72,142 82,883 116,947 Total adjustments related to income from operations 31,233 32,823 31,480 35,958 30,678 Loss on extinguishment and modification of debt - - 646 - - Adjusted income before income taxes 212,250 149,786 104,268 118,841 147,625 Non-GAAP tax provision on adjusted income before income taxes 45,846 32,354 22,522 28,403 35,282 Adjusted (non-GAAP) net income $166,404 $117,432 $81,746 $90,438 $112,343 Weighted average basic common shares outstanding 154,184 153,858 154,334 154,852 155,488 Weighted average dilutive potential common shares outstanding1 156,318 155,141 155,738 156,612 157,455 Q3 FY 2020 Q2 FY 2020 Q1 FY 2020 Q4 FY 2019 Q3 FY 2019 GAAP diluted net income per common share $ 0.91 $ 0.59 $ 0.40 $ 0.51 $ 0.55 Adjusted (Non-GAAP) diluted net income per common share $ 1.06 $ 0.76 $ 0.52 $ 0.58 $ 0.71 1. Weighted average dilutive potential common shares outstanding used in calculating adjusted (non-GAAP) diluted net income per common share for the third quarter of fiscal 2020 includes 2.1 million shares underlying certain stock options and stock unit awards. Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 16

Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) Q3 FY 2020 Q2 FY 2020 Q1 FY 2020 Q4 FY 2019 Q3 FY 2019 Net income (GAAP) $ 142,267 $ 91,655 $ 62,328 $ 80,331 $ 86,749 Add: Interest expense 7,251 7,860 8,815 9,136 9,404 Less: Interest and other income (loss), net 232 (2,665) 3,646 (1,183) 1,050 Add: Loss on extinguishment and modification of debt - - 646 - - Add: Provision for income taxes 38,750 25,308 9,814 2,552 30,198 Add: Depreciation of equipment, building, furniture and fixtures, and amortization 21,989 22,599 25,782 22,505 22,076 of leasehold improvements Add: Amortization of intangible assets 9,674 9,674 9,687 8,525 8,832 EBITDA $ 219,699 $ 159,761 $ 113,426 $ 124,232 $ 156,209 Add: Share-based compensation cost 17,259 17,977 15,602 15,290 15,084 Add: Significant asset impairments and restructuring costs 6,515 3,811 4,472 12,842 5,355 Add: Acquisition and integration costs (recoveries) (2,329) 1,414 1,819 (735) 1,362 Adjusted EBITDA $ 241,144 $ 182,963 $ 135,319 $ 151,629 $ 178,010 Copyright © Ciena Corporation 2020. All rights reserved. Confidential & Proprietary. 17

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Cover Page	Sep. 03, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 03, 2020
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