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CIENCiena

Technology · Communications Equipment · NYSE
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The 10-K against last year's

329 changes: 58 added, 173 removed, 94 reworded, 4 quiet changes

10-K Dec 12, 2025 vs Dec 20, 2024
Risk FactorsRedline ↓
78.4%
of the text changed · 5,572 words now
53.5%
of the text changed · 5,823 words now

10-K 0001628280-25-056698 (2025-12-12) vs 10-K 0000936395-24-000044 (2024-12-20) Not compared: Legal Proceedings, Accounting Policies.

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 259 words changed in this paragraph; it is 32% similar to last year's version.
We estimate future customer demand for our products to determine the appropriate reserve for excess and obsolete inventory. Forecasted demand is based on customer backlog, historical usage and sales forecast by product line. We write down inventory that has become obsolete, slow-moving or unmarketable to reduce its carrying value to the estimated net realizable value. Inventory write downs are a component of our product cost of goods sold. Once recorded, inventory is established, write-downs establish a new lower cost basis for that inventory, and subsequent changes in facts and circumstances do are not result in the restoration or increase in that newly established cost basis. reversed. In an effort to limit our exposure to delivery delays and to satisfy customer needs, we purchase inventory based on forecasted sales across our product lines. Beginning From time to time, we may purchase products in the second half excess of fiscal 2021, we started placing significant, advanced orders near term demand due to supplier last time buy requirements, or for supply of certain long lead time components other strategic reasons. We continue to address our expected customer demand for fiscal 2022 manage long-lead component purchases and the then-emerging supply chain challenges. During the second half of fiscal 2023, supply for certain long lead time components began to stabilize, non-cancelable commitments with contract manufacturers and the need to place advance orders decreased for these components. suppliers. As of November 1, 2025 and November 2, 2024 and October 28, 2023, 2024, we had $2.1 billion and $1.7 billion, for both fiscal periods respectively, in outstanding purchase order commitments to our contract manufacturers and component suppliers for inventory. In addition, part of our research and development strategy is to promote the convergence of similar features and functionalities across our product lines. Each of these practices exposes us to the risk that our customers will not order products for which we have forecasted sales or will purchase less than we have forecasted.

Source: Item 7, 10-K 0001628280-25-056698 vs Item 7, 10-K 0000936395-24-000044

Risk Factors 251 words changed in this paragraph; it is 45% similar to last year's version.
We rely on internal business processes and information systems to support key business functions, and the their efficient operation of these processes and systems is critical to managing our business. Our Additionally, our business processes and information systems must be sufficiently scalable to support the growth of our business and may require modifications or upgrades that expose us to operational risks. business. We regularly pursue initiatives to scale, transform and optimize our business operations and IT systems through the reengineering of certain processes, processes and investment in automation, including the use of AI. These initiatives may be costly, disruptive and engagement of strategic partners or resources to assist with certain business functions. For example, to enhance impose operational efficiency risks, including the need for system upgrades, new internal controls, and modernize our supply chain operations, we are pursuing a number of digital technology transformation efforts, including advanced analytics, automation, and other digital solutions. change management initiatives. In addition, our business may begin to operate in new markets and through new supply chain models that may require different internal processes to manage. These changes require a significant investment of capital and human resources and may be costly and disruptive to our operations, and they could impose substantial demands on management time. These changes may also require changes in our information systems, modification of internal control procedures and significant training of employees or third-party resources. Our IT systems, and those of third-party IT providers or business partners, providers, may also be vulnerable to damage or disruption caused by circumstances beyond our control, including from catastrophic events, power anomalies or outages, natural disasters, severe weather events, or impacts of climate change, anomalies, data security related incidents, and computer system or network failures. There can be no assurance that Our inability to effectively manage risks associated with our business systems or those of our third-party business partners will not be subject could result in significant operational disruption and cost, which could damage our business and harm our ability to similar incidents, exposing us to significant cost, reputational harm and disruption or damage to profitably grow our business.

Source: Item 1A, 10-K 0001628280-25-056698 vs Item 1A, 10-K 0000936395-24-000044

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of CIEN's Risk Factors and MD&A, 10-K 2025-12-12 against 10-K 2024-12-20. Each links to the text at sec.gov.

AddedRisk Factors
Our results of operations are subject to significant, and often difficult to predict, quarterly fluctuations due to a variety of factors. A portion of our quarterly revenue is generated from customer orders received during that same quarter (which we refer to as “book to revenue”) and therefore may be less certain. Additionally, our customer contracts generally do not include minimum or guaranteed purchases and may allow customers to modify or cancel purchase orders. We must regularly compete for business with existing customers and there is no assurance that we will maintain our incumbency or revenue level with any particular customer in future periods. Our results can be materially adversely affected by factors set forth in this “Risk Factors” section including:

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedRisk Factors
Our revenue is concentrated among a small number of customers and reductions in their spending could materially adversely impact our results of operations.

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedRisk Factors
We operate in an intense and evolving competitive landscape and the level of competitive pressure we face may adversely impact our results of operations.

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedRisk Factors
We may pursue strategic transactions, including mergers, acquisitions, investments and other strategic partnerships, to advance our business strategy. These transactions inherently involve significant risks and uncertainties, including:

Read it in 10-K 2025-12-12 at sec.gov ↗

Show the other 16
AddedRisk Factors
If we are unable to successfully execute acquisitions and other strategic transactions our business, results of operations, and financial condition could be negatively impacted.

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedRisk Factors
Misaligned or delayed technology investments may adversely impact our return on innovation, impair our strategy and weaken our competitive position.

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedMD&A
We are a network technology company, providing hardware, software, and services to a wide range of network operators and enabling enhanced network capacity, service delivery, and automation. Our solutions support network traffic across a wide range of applications, including cloud, voice, video, data, and AI. Our network solutions are used globally by cloud providers, service providers, and other network operators across multiple industry verticals.

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedMD&A
The markets into which we sell are dynamic and characterized by a high rate of change. Networks continue to experience strong demand for increased bandwidth due to traffic growth, which is being driven by a diverse set of services, technologies, and customer needs.

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedMD&A
Our industry has been experiencing unprecedented increases in demand, in particular as a result of expenditures related to AI and other cloud-based applications. As a result, we experienced broad-based business momentum in fiscal 2025, including significant year-over-year order growth in both of our major customer segments, cloud providers and service providers. Our revenue increased by 19% to $4.8 billion in fiscal 2025 as compared to $4.0 billion in fiscal 2024, with orders for our products and services significantly exceeding our revenue. We also significantly grew our backlog, which includes both products and services, to $5.0 billion, as compared to $2.1 billion at the end of fiscal 2024. While we believe much of this backlog growth reflects the increased demand for connectivity to address AI workloads, a portion is related to an industry-wide constrained supply environment. Our ability to scale our operational and manufacturing capacity is critical to our success within this environment. As such, we and many of our suppliers have sought to increase capacity to ensure availability of key inputs for our products and reduce extended lead times.

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedMD&A
Within this environment, we have experienced increased customer concentration in both orders and revenue, particularly with cloud providers, with a single cloud provider customer continuing to provide a significant volume of orders and two cloud providers in our top five customers by revenue for fiscal 2025. Our growing sales to cloud providers has resulted in a changing mix in our product sales.

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedMD&A
Our gross margin decreased to 42.0% in fiscal 2025, compared to 42.8% in fiscal 2024, primarily due to lower services margin driven by increased incentive compensation and shifts in services mix. In fiscal 2025, our growing sales to cloud providers contributed to a changing product mix and an increase in sales of interconnect products, impacting our product gross margin. Through our continued focus on a range of initiatives to maintain and enhance our gross margin, including cost reductions, manufacturing efficiencies and lower inventory provisions, we were able to offset the impact of this dynamic and our product margin was unchanged from fiscal 2024 to fiscal 2025.

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedMD&A
In an effort to expand our addressable market, during the fourth quarter of fiscal 2025, we acquired privately-held Nubis, which specializes in high-performance, ultra-compact, low-power optical and electrical interconnects tailored to support AI workloads. Nubis’s portfolio, including technologies for co-packaged optics, near packaged optics and electrical active copper cables, will complement our existing optical networking portfolio of high-speed interconnects. See Note 3 to our Consolidated Financial Statements included in Item 8 of Part II of this report for more information on this acquisition.

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedMD&A
Our operating expense grew from $1.6 billion in fiscal 2024 to $1.8 billion in fiscal 2025. As a result of our strong financial performance and order levels in fiscal 2025, our expense associated with our incentive compensation programs, including our annual bonus plan and sales compensation, increased year over year.

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedMD&A
We regularly monitor our spending to optimize our operating expenses and to ensure that our strategic investments are aligned with our highest-growth demand opportunities. During the fourth quarter of fiscal 2025, we began implementing a plan intended to deliver increased operating efficiencies through a reduction in headcount of 4% to 5% of our global workforce and a decision to cease forward investment in certain broadband development initiatives, primarily 25G PON.

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedMD&A
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 fiscal 2025 with $1.4 billion of cash, cash equivalents, and investments. Cash generated from operations increased to $806.1 million in fiscal 2025 as compared to $514.5 million in fiscal 2024. Consistent with our capital allocation priorities, we invested $140.8 million in capital purchases, primarily for supply chain equipment, and research and development, $231.1 million for the acquisition of Nubis and $334.5 million on our share buyback program.

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedMD&A
Our operating segments engage in business and operations across three geographic regions: the United States, Canada, the Caribbean and Latin America (“Americas”); Europe, Middle East and Africa (“EMEA”); and Asia Pacific, Japan and India (“APAC”). The following table reflects our geographic distribution of revenue, principally based on the relevant location for our delivery of products and performance of services (in thousands, except percentage data):

Read it in 10-K 2025-12-12 at sec.gov ↗

AddedMD&A
•Americas revenue increased by $654.5 million, primarily driven by increased sales to cloud providers as well as increased sales to service providers, each primarily in the United States.

Read it in 10-K 2025-12-12 at sec.gov ↗

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