CIEN 10-K Annual Report Oct. 31, 2017 | Alphaminr
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CIEN 10-K Fiscal year ended Oct. 31, 2017

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CIENA CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Stock, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Consolidated Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Ciena Corporation 8-K (000-21969) 3.1 3/27/2008 3.2 Second Amended and Restated Bylaws of Ciena Corporation 8-K (001-36250) 3.1 1/27/2017 4.1 Specimen Stock Certificate 10-K (000-21969) 4.1 12/27/2007 4.2 Indenture dated June11, 2007 between Ciena Corporation and The Bank of New York, as trustee, for 0.875% Convertible Senior Notes due 2017, including the Form of Global Note attached as ExhibitA thereto 8-K (000-21969) 4.07 6/12/2007 4.3 Indenture dated October18, 2010 between Ciena Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, for 3.75% Convertible Senior Notes due 2018, including the Form of Global Note attached as ExhibitA thereto 8-K (000-21969) 4.1 10/21/2010 4.4 Indenture, dated August 2, 2017 between Ciena Corporation and and The Bank of New York Mellon Trust Company, N.A., as trustee, for 3.75% Convertible Senior Notes due 2018, including the Form of Global Note attached as Exhibit A thereto. 8-K (001-36250) 4.1 8/2/2017 4.5 Indenture dated December 27, 2012 between Ciena Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, for 4.0% Convertible Senior Notes due 2020, including the Form of Global Note attached as Exhibit A thereto 8-K (000-21969) 4.1 12/31/2012 10.1 Ciena Corporation 2017 Omnibus Incentive Plan* 8-K(001-36250) 10.1 3/29/2017 10.2 Form of Employee Restricted Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan* 8-K(001-36250) 10.2 3/29/2017 10.3 Form of Director Restricted Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan* 8-K(001-36250) 10.3 3/29/2017 10.4 Form of Performance Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan* 8-K(001-36250) 10.4 3/29/2017 10.5 Form of Market Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan* 10.6 2008 Omnibus Incentive Plan* 8-K (000-21969) 10.1 3/27/2008 10.7 Amendment (No. 1) to Ciena Corporation 2008 Omnibus Incentive Plan dated April 14, 2010* 8-K (000-21969) 10.1 4/15/2010 10.8 Amendment (No. 2) to Ciena Corporation 2008 Omnibus Incentive Plan dated March 21, 2012* 8-K (000-21969) 10.1 3/23/2012 10.9 Amendment (No. 3) to Ciena Corporation 2008 Omnibus Incentive Plan dated April 10, 2014* 10-Q (001-36250) 10.1 6/11/2014 10.10 Amendment (No. 4) to Ciena Corporation 2008 Omnibus Incentive Plan dated March 24, 2016* 10-Q (001-36250) 10.2 6/8/2016 10.11 Form of 2008 Omnibus Incentive Plan Restricted Stock Unit Agreement (Employee)* 10-K (000-21969) 10.18 12/22/2011 10.12 Form of 2008 Omnibus Incentive Plan Non-Qualified Stock Option Agreement (Employee)* 10-Q (000-21969) 10.2 6/4/2009 10.13 Form of 2008 Omnibus Incentive Plan Restricted Stock Unit Agreement (Director)* 10-Q (000-21969) 10.3 6/4/2009 10.14 Amended and Restated 2003 Employee Stock Purchase Plan* 10-Q (001-36250) 10.1 6/7/2017 10.15 Employee Stock Purchase Plan Enrollment Agreement* 10-Q (001-36250) 10.2 6/7/2017 10.16 Cyan, Inc. 2006 Stock Plan* S-1 (333-187732) 10.2.1 4/4/2013 10.17 Cyan, Inc. 2013 Equity Incentive Plan* S-1 (333-187732) 10.3.1 4/4/2013 10.18 Ciena Corporation 2000 Equity Incentive Plan (Amended and Restated ONI Systems Corp. 2000 Equity Incentive Plan)* 10-K (000-21969) 10.37 12/11/2003 10.19 Form of Stock Option Award Agreement for executive officers under Ciena Corporation 2000 Equity Incentive Plan* 8-K (000-21969) 10.1 11/4/2005 10.20 Form of Non-Statutory Stock Option Award Agreement for directors under Ciena Corporation 2000 Equity Incentive Plan* 8-K (000-21969) 10.4 11/4/2005 10.21 Form of Restricted Stock Unit Award Agreement for directors under Ciena Corporation 2000 Equity Incentive Plan* 8-K (000-21969) 10.5 11/4/2005 10.22 World Wide Packets, Inc. 2000 Stock Incentive Plan, as amended* S-8 (333-149520) 10.1 3/4/2008 10.23 Deferred Compensation Plan, effective as of November 1, 2016* S-8 (333-214594) 10.1 11/14/2016 10.24 Ciena Corporation Amended and Restated Incentive Bonus Plan, as amended December 15, 2011* 10-K (000-21969) 10.26 12/22/2011 10.25 U.S. Executive Severance Benefit Plan* 10-Q (000-21969) 10.1 6/9/2011 10.26 Form of Indemnification Agreement with Directors and Executive Officers* 10-Q (000-21969) 10.1 3/3/2006 10.27 Change in Control Severance Agreement dated November 1, 2016, between Ciena Corporation and Gary B. Smith* 10-K (000-21969) 10.23 12/22/2011 10.28 Change in Control Severance Agreement dated November 1, 2016 between Ciena Corporation and Executive Officers* 10-K (000-21969) 10.24 12/22/2011 10.29 Lease Agreement dated as of March19, 2010 between Ciena Canada, Inc. and Nortel Networks Technology Corporation# 10-Q (000-21969) 10.1 6/10/2010 10.30 Lab 10 Lease Amending Agreement dated February 13, 2012 between Her Majesty the Queen in Right of Canada, as Represented by the Minister of Public Works and Government Services, and Ciena Canada, Inc. 8-K (000-21969) 1.1 2/15/2012 10.31 Second Lease Amending Agreement dated August 29, 2013 by and between Her Majesty the Queen in Right of Canada, as Represented by the Minister of Public Works and Government Services, as landlord, and Ciena Canada, Inc., as tenant 8-K (000-21969) 10.1 8/30/2013 10.32 Third Lease Amending Agreement dated July 11, 2014 by and between Her Majesty the Queen in Right of Canada, as Represented by the Minister of Public Works and Government Services, as landlord, and Ciena Canada, Inc., as tenant 8-K (001-36250) 10.1 7/11/2014 10.33 Lease Agreement by and between Ciena Canada, Inc. and Innovation Blvd. II Limited dated as of October 23, 2014+ 10-K (001-36250) 10.36 12/19/2014 10.34 Amendment No. 1 to the Lease Agreement dated October 23, 2014, between Innovations Blvd II Limited and Ciena Canada, Inc., dated April 15, 2015. 8-K (001-36250) 10.3 6/3/2015 10.35 Lease Agreement between Ciena Canada, Inc. and Innovation Blvd. II Limited, dated April 15, 2015 8-K (001-36250) 10.4 6/3/2015 10.36 Lease Agreement dated November3, 2011 between Ciena Corporation and W2007 RDG Realty, L.L.C.++ 10-K (000-21969) 10.34 12/22/2011 10.37 ABL Credit Agreement, dated August 13, 2012, by and among Ciena Corporation, Ciena Communications, Inc. and Ciena Canada, Inc., as the borrowers, the lenders party thereto, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, Bank of America, N.A., as syndication agent, and Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank, National Association, as co-documentation agents ++ 10-Q (000-21969) 10.1 9/5/2012 10.38 Amendment to ABL Credit Agreement, dated August 24, 2012, by and among Ciena Corporation, Ciena Communications, Inc. and Ciena Canada, Inc., as the borrowers, and Deutsche Bank AG New York Branch, as administrative agent ++ 10-Q (000-21969) 10.2 9/5/2012 10.39 Omnibus Second Amendment to ABL Credit Agreement and First Amendment to U.S. Security Agreement, Canadian Security Agreement, U.S. Pledge Agreement, U.S. Guaranty and Canadian Guaranty, entered into as of March 5, 2013, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Canada, Inc., and Deutsche Bank AG New York Branch 10-Q (000-21969) 10.2 3/13/2013 10.40 Third Amendment to ABL Credit Agreement, dated July 15, 2014 by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc. Ciena Canada, Inc., Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the lenders party thereto. 10-Q (001-36250) 10.1 9/9/2014 10.41 Omnibus Fourth Amendment to Credit Agreement and First Amendment to U.S. Pledge Agreement and Canadian Pledge Agreement, dated April 15, 2015. 8-K (001-36250) 10.2 6/3/2015 10.42 Fifth Amendment to ABL Credit Agreement dated July 2, 2015, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc. Ciena Canada, Inc., Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the lenders party thereto. 10-Q (001-36250) 10.2 9/9/2015 10.43 Sixth Amendment to ABL Credit Agreement dated January 8, 2016, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc. Ciena Canada, Inc., Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the lenders party thereto. 10-Q (001-36250) 4.1 3/9/2016 10.44 Joinder Agreement under ABL Credit Agreement and Related Agreements as of March 15, 2013 by and between Ciena Government Solutions, Inc. and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent, for the benefit of the Secured Creditors++ 10-Q (000-21969) 10.2 6/12/2013 10.45 Amended and Restated Security Agreement, dated August 13, 2012, amended and restated as of July 15, 2014, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., and Deutsche Bank AG New York Branch, as Collateral Agent++ 10-Q (001-36250) 10.2 9/9/2014 10.46 Amended and Restated Pledge Agreement, dated August 13, 2012, amended and restated as of July 15, 2014, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., and Deutsche Bank AG New York Branch, as Pledgee++ 10-Q (001-36250) 10.3 9/9/2014 10.47 U.S. Guaranty, dated August 13, 2012, by and among Ciena Corporation and Ciena Communications, Inc., as guarantors, and Deutsche Bank AG New York Branch, as administrative agent ++ 10-Q (000-21969) 10.5 9/5/2012 10.48 Canadian Guaranty, dated August 13, 2012, by and between Ciena Canada, Inc., as guarantor, and Deutsche Bank AG New York Branch, as administrative agent ++ 10-Q (000-21969) 10.7 9/5/2012 10.49 Amended and Restated Canadian Security Agreement, dated August 13, 2012, amended and restated as of July 15, 2014, by and among Ciena Canada, Inc., each other assignor from time to time party thereto, and Deutsche Bank AG New York Branch, as Collateral Agent.++ 10-Q (001-36250) 10.4 9/9/2014 10.51 Credit Agreement, dated July 15, 2014, by and among Ciena Corporation, the lenders party thereto, and Bank of America, N.A., as Administrative Agent++ 10-Q (001-36250) 10.5 9/9/2014 10.52 First Amendment to Credit Agreement, dated July 15, 2014 and First Amendment to Certain Pledge Agreements (U.S. Pledge Agreement, dated July 15, 2014 and Canadian Pledge Agreement, dated December 12, 2014), dated April 15, 2015.++ 8-K (001-36250) 10.1 6/3/2015 10.53 Second Amendment to Credit Agreement, dated July 15, 2014, by and among Ciena Corporation, the lenders party thereto, and Bank of America, N.A., as Administrative Agent., dated July 2, 2015++ 10-Q (001-36250) 10.1 9/9/2015 10.54 Third Amendment to Credit Agreement, dated July 15, 2015, by and among Ciena Corporation, the lenders party thereto, and Bank of America, N.A., as Administrative Agent., dated June 29, 2017++ 10-Q (001-36250) 10.3 9/7/2017 10.55 Incremental Joinder and Amendment Agreement under the Credit Agreement and Related Agreements dated as of April 25, 2016 by and between Ciena Corporation, Bank of America, N.A. as Administrative Agent, Ciena Communications, Inc. and Ciena Government Solutions, Inc. 10-Q (001-36250) 10.1 6/8/2016 10.56 Omnibus Refinancing Amendment to Credit Agreement (dated as of July 15, 2014, as amended), Security Agreement, and Pledge Agreement, dated as of January 30, 2017, by and among Ciena Corporation, as borrower, Ciena Communications, Inc. and Ciena Government Solutions, Inc., as guarantors, Bank of America, N.A. as administrative agent, and the lenders party thereto. 10-Q(001-36250) 10.1 3/8/2017 10.57 Guaranty, dated July 15, 2014, by and among Ciena Communications, Inc., Ciena Government Solutions, Inc. and Bank of America, N.A., as Administrative Agent.++ 10-Q (001-36250) 10.6 9/9/2014 10.58 Term Loan Security Agreement, dated July 15, 2014, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., and Bank of America, N.A., as Collateral Agent. ++ 10-Q (001-36250) 10.7 9/9/2014 10.59 Term Loan Pledge Agreement, dated July 15, 2014, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., and Bank of America, N.A., as Pledgee.++ 10-Q (001-36250) 10.8 9/9/2014 10.60 Intellectual Property License Agreement dated as of March19, 2010 between Ciena Luxembourg S.a.r.l. and Nortel Networks Limited# 10-Q (000-21969) 10.3 6/10/2010 12.1 Computation of Earnings to Fixed Charges 21.1 Subsidiaries of registrant 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Certification of Chief Executive Officer Pursuant to Rule13a-14(a) under the Securities Exchange Act of 1934 as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to Rule13a-14(a) under the Securities Exchange Act of 1934 as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section1350 as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section1350 as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002