Cautionary Note Regarding Forward-Looking Statements



This report contains statements that discuss future events or expectations,
projections of results of operations or financial condition, changes in the
markets for our products and services, trends in our business, business
prospects and strategies and other "forward-looking" information.
Forward-looking statements may appear throughout this report, including in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Risk Factors." In some cases, you can identify "forward-looking
statements" by words like "may," "will," "can," "should," "could," "expects,"
"future," "plans," "anticipates," "believes," "estimates," "predicts,"
"intends," "potential," "projects," "targets," or "continue" or the negative of
those words and other comparable words. You should be aware that the
forward-looking statements contained in this report are based on our current
views and assumptions, and are subject to known and unknown risks, uncertainties
and other factors that may cause actual events or results to differ materially.

For a discussion identifying some of the important factors that could cause
actual results to vary materially from those anticipated in the forward-looking
statements, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Risk Factors" in this report. For a more complete
understanding of the risks associated with an investment in our securities, you
should review these factors and the rest of this report in combination with the
more detailed description of our business and management's discussion and
analysis of financial condition and risk factors described in our annual report
on Form 10-K for fiscal 2020, which we filed with the SEC on December 18, 2020
(our "2020 Annual Report"). However, we operate in a very competitive and
rapidly changing environment and new risks and uncertainties emerge, are
identified or become apparent from time to time. We cannot predict all risks and
uncertainties that could have an impact on the forward-looking statements
contained in this report, and we undertake no obligation to revise or to update
any forward-looking statements made in this report to reflect events or
circumstances after the date hereof or to reflect new information or the
occurrence of unanticipated events, except as required by law. The
forward-looking statements in this report are intended to be subject to
protection afforded by the safe harbor for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995. Unless the context
requires otherwise, references in this report to "Ciena," the "Company," "we,"
"us" and "our" refer to Ciena Corporation and its consolidated subsidiaries.

Overview

                                       26

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This Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") should be read in conjunction with, our Condensed
Consolidated Financial Statements and the accompanying notes thereto included in
Item 1 of Part I of this report and our 2020 Annual Report.

We are a networking systems, services and software company, providing solutions
that enable a wide range of network operators to deploy and manage
next-generation networks that deliver services to businesses and consumers. We
provide hardware, software and services that enable the transport, routing,
switching, aggregation, service delivery and management of video, data and voice
traffic on communications networks. Our solutions include Networking Platforms,
including our Converged Packet Optical and Routing and Switching portfolios,
which can be applied from the network core to end-user access points, and which
allow network operators to scale capacity, increase transmission speeds,
allocate traffic and adapt dynamically to changing end-user service demands. To
complement these solutions, we offer Platform Software, which provides
management, domain control and specialized applications that automate network
lifecycle operations, including provisioning equipment and services, network
data, analytics and policy-based assurance to achieve closed loop automation
across multi-vendor and multi-domain network environments. Through our Blue
Planet® Software suite, we enable customers to transform their business and
operations support systems through software-based automation of their network
and IT infrastructures. To complement our hardware and software products, we
offer a broad range of services that help our customers build, operate and
improve their networks and associated operational environments, including
network optimization and migration offerings.

Impact of the COVID-19 Pandemic



Demand for Products & Services. The demand environment for our products and
services remains dynamic and continues to be impacted by the effects of the
COVID-19 pandemic. For example, constrained spending in the second half of
fiscal 2020 and the first quarter of fiscal 2021 contributed to lower revenue in
the second quarter of fiscal 2021 as compared to the second quarter of fiscal
2020. However, during the second quarter of fiscal 2021, we experienced higher
than typical orders for our products and services among a concentrated set of
larger customers with which we have existing positions as a supplier. We believe
some portion of these orders likely reflects certain short-term purchasing
behaviors based on customer-specific considerations including possible
acceleration of future orders due to the implementation of security of supply
strategies as a result of the recent strain on the global supply market for
semiconductor components and increased quarterly demand to address network
requirements following a period of constrained spending in recent quarters. It
is unclear whether the increased level of demand we experienced in the second
quarter of fiscal 2021 will continue during the remainder of fiscal 2021. Over
the longer term, we continue to believe that the unique and increased demands
placed on network infrastructures as a result of the COVID-19 pandemic, and the
related increase in remote working worldwide, have accelerated certain trends,
including cloud network adoption, networking resilience and flexibility, and
enhanced network automation.

Services and Customer Fulfillment. We continue to experience some disruption in
our ability to provide installation, professional and fulfillment services to
customers due to site readiness and access limitations, limited customer
availability, project delays or re-prioritization by customers, and travel bans
or restrictions on movement or gatherings. We expect these conditions to persist
in the short term and, as a result, to continue to adversely impact our revenue
and results of operations.
Sales & Marketing. Restrictions on travel due to COVID-19 and limitations on
interactions with customers, such as field and lab trials, have continued to
negatively impact our ability to carry out certain sales and marketing
activities, including our ability to secure new customers, to qualify and sell
new products, and to grow sales with customers. Delays in customers
operationalizing new network projects that we anticipated occurring on their
original timelines continue to adversely affect our revenue. Conversely, our
recent gross margin performance has benefited from these dynamics, with a larger
percentage of our revenue comprised of existing business, as compared to new
design wins and early in life projects, which tend to have lower margins.

Market Growth & Conditions. As a result of the impact of the COVID-19 pandemic
on market dynamics, particularly in the enterprise business segments of our
communications service provider customers, the growth rates in our addressable
markets were adversely impacted during the first half of fiscal 2021. It is
unclear whether these trends will continue into the second half of fiscal 2021.

Canada Emergency Wage Subsidy ("CEWS"). In April 2020, the government of Canada
introduced the CEWS program to help employers offset a portion of their employee
wages for a limited period in response to the COVID-19 outbreak, retroactive to
March 15, 2020. Amounts from the CEWS program positively impacted our operating
expense and measures of profit in the second quarter of fiscal 2021. In the
second quarter of fiscal 2021, we recorded CEWS benefits of CAD$51.1 million
($40.4 million), net of certain fees, related to CEWS for claim periods
beginning March 15, 2020, including CAD$43.9 million ($34.7 million) related to
employee wages from fiscal 2020. The CEWS program is of a limited duration. We
do not anticipate a similar proportionate impact on our financial results in
future periods and may not receive any benefits from the CEWS program in the
future.
                                       27
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The COVID-19 pandemic and countermeasures taken to contain its spread have
caused economic and financial disruptions globally. We continue to monitor the
situation and actively assess further implications to our business, supply
chain, fulfillment operations and customer demand. However, the COVID-19
situation remains dynamic, and the duration and severity of its impact on our
business and results of operations in future periods remains uncertain. If the
COVID-19 pandemic or its adverse effects become more severe or prevalent or are
prolonged in the locations where we, our customers, suppliers or manufacturers
conduct business, such as the new outbreak in India, or we experience more
pronounced disruptions in our business or operations, or in economic activity
and demand for our products and services generally, our business and results of
operations in future periods could be materially adversely affected.
Supply Chain Constraints. Due to increased demand across a range of industries,
the global supply market for semiconductor components, which we use in most of
our products, has experienced significant strain in recent periods. The market
shortage for semiconductor components has impacted lead times and cost of
components. We believe these supply chain challenges will persist at least
through the second half of fiscal 2021. In addition, some of our suppliers have
indicated that as a result of this shortage they intend to cease manufacturing
of certain components used in our products. In response to these dynamics, we
have implemented mitigation strategies, increased our purchases of inventory for
certain components and taken other steps to promote security of supply and
resiliency. These dynamics and our resulting mitigating actions may also result
in increased product costs of goods sold and inventory levels in the future.
Supply Chain and Distribution Structure. To better accommodate the requirements
of a global business, we are evaluating a plan to reorganize our global supply
chain and distribution structure more substantially, which would include a legal
entity reorganization and related system upgrade. We expect to adopt the plan in
the third quarter of fiscal 2021. This reorganization could have a material
effect on our financial position and operating results, including a significant
one-time tax benefit associated with the recognition of a net deferred tax asset
and potential reversal of a portion of the valuation allowance.

For additional information regarding our business, industry, market opportunity,
competitive landscape, and strategy, see our 2020 Annual Report, including the
discussion in that report of the impact of the COVID-19 pandemic on our
business, supply chain, and market conditions.

Consolidated Results of Operations

Operating Segments



Our results of operations are presented based on the following operating
segments: (i) Networking Platforms; (ii) Platform Software and Services; (iii)
Blue Planet Automation Software and Services; and (iv) Global Services.
Effective as of the beginning of fiscal 2021, we renamed our "Packet Networking"
product line "Routing and Switching." This change was made on a prospective
basis and does not impact comparability of previous financial results or the
composition of this product line. References to our "Packet Networking" product
line in prior periods have been changed to "Routing and Switching" in this
report. See Note 3 to our Condensed Consolidated Financial Statements included
in Item 1 of Part I of this report.

Revenue


Currency Fluctuations
Approximately 18.0% of our revenue was non-U.S. Dollar-denominated during both
the second quarter and first six months of fiscal 2021, primarily including
sales in Euros, Canadian Dollars, Brazilian Reais and British Pounds. During the
second quarter of fiscal 2021, as compared to the second quarter of fiscal 2020,
and during the first six months of fiscal 2021, as compared to the first six
months of fiscal 2020, the U.S. Dollar fluctuated against these currencies.
Consequently, our revenue for the second quarter and first six months of fiscal
2021 reported in U.S. Dollars was adversely impacted by approximately
$6.8 million, or 0.8%, and $8.7 million or 0.6%, respectively.
Operating Segment Revenue
The table below sets forth the changes in our operating segment revenue for the
periods indicated (in thousands, except percentage data):
                                       28
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                                              Quarter Ended                                                   Six Months Ended
                                     May 1, 2021         May 2, 2020                   %*             May 1, 2021          May 2, 2020                    %*
Revenue:
Networking Platforms
Converged Packet Optical            $  573,657          $  654,294                    (12.3) %       $ 1,085,981          $ 1,245,844                    (12.8) %
                                %**       68.8  %             73.2  %                                       68.2  %              72.1  %
Routing and Switching                   63,628              64,167                     (0.8) %           127,934              131,675                     (2.8) %
                                %**        7.6  %              7.2  %                                        8.0  %               7.6  %
Total Networking Platforms             637,285             718,461         

          (11.3) %         1,213,915            1,377,519                    (11.9) %
                                %**       76.4  %             80.4  %                                       76.2  %              79.7  %

Platform Software and Services          56,688              44,985                     26.0  %           106,527               96,873                     10.0  %
                                %**        6.8  %              5.0  %                                        6.7  %               5.6  %

Blue Planet Automation Software and
Services                                23,958              15,017                     59.5  %            40,892               30,482                     34.2  %
                                %**        2.9  %              1.7  %                                        2.6  %               1.8  %

Global Services
Maintenance Support and Training        70,418              71,479                     (1.5) %           138,049              133,271                      3.6  %
                                %**        8.4  %              8.0  %                                        8.7  %               7.8  %
Installation and Deployment             37,999              34,242                     11.0  %            77,610               69,196                     12.2  %
                                %**        4.6  %              3.8  %                                        4.9  %               4.0  %
Consulting and Network Design            7,579               9,869                    (23.2) %            14,064               19,624                    (28.3) %
                                %**        0.9  %              1.1  %                                        0.9  %               1.1  %
Total Global Services                  115,996             115,590                      0.4  %           229,723              222,091                      3.4  %
                                %**       13.9  %             12.9  %                                       14.5  %              12.9  %

Consolidated revenue                $  833,927          $  894,053                     (6.7) %       $ 1,591,057          $ 1,726,965                     (7.9) %

_____________________________


*  Denotes % change from 2020 to 2021
**   Denotes % of Total Revenue


Quarter ended May 1, 2021 as compared to the quarter ended May 2, 2020
•Networking Platforms segment revenue decreased, primarily reflecting product
line sales decreases of $80.6 million of our Converged Packet Optical products.
•Converged Packet Optical sales decreased, primarily reflecting a sales decrease
of $91.7 million of our 6500 Packet-Optical Platform to communications service
providers and Web-scale providers. This sales decrease was partially offset by a
sales increase of $9.4 million of our Waveserver® products, primarily to
communications service providers and Web-scale providers.
•Routing and Switching sales remained relatively unchanged.
•Platform Software and Services segment revenue increased by $11.7 million,
reflecting increases of $8.0 million in software services and $3.7 million in
sales of software platforms.
•Blue Planet Automation Software and Services segment revenue increased by $8.9
million, primarily reflecting increases of $7.6 million in sales of software
platforms and $1.3 million in related services.
•Global Services segment revenue remained relatively unchanged.

Six months ended May 1, 2021 as compared to the six months ended May 2, 2020


                                       29
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•Networking Platforms segment revenue decreased, reflecting product line sales
decreases of $159.9 million of our Converged Packet Optical products and $3.7
million of our Routing and Switching products.
•Converged Packet Optical sales decreased, primarily reflecting decreases of
$190.2 million of our 6500 Packet-Optical Platform, primarily to communications
service providers and Web-Scale providers, and $46.9 million of our 5430
Reconfigurable Switching Systems to communications service providers. These
sales decreases were partially offset by sales increases of $63.2 million of our
Waveserver products, which benefited from increased sales to communications
service providers and Web-scale providers, and $17.3 million of our 6500
Reconfigurable Line Service (RLS) primarily to communications service providers.
•Routing and Switching sales decreased, primarily reflecting sales decreases of
$7.0 million of our 6500 Packet Transport System (PTS) and $6.7 million of our
3000 and 5000 families of service delivery and aggregation switches, each to
communications service providers. These decreases were partially offset by a
sales increase of $9.1 million of our platform independent software to a
communications service provider.
•Platform Software and Services segment revenue increased by $9.7 million,
reflecting an increase of $14.8 million in software services, offset by a
decrease of $5.1 million in sales of software platforms.
•Blue Planet Automation Software and Services segment revenue increased by $10.4
million, reflecting increases of $8.8 million in software sales and $1.6 million
in software sales.
•Global Services segment revenue increased, primarily reflecting sales increases
of $8.4 million of our installation and deployment services and $4.8 million of
our maintenance support and training, partially offset by a sales decrease of
$5.6 million of our consulting and network design services.

Revenue by Geographic Region



Our operating segments engage in business and operations across three geographic
regions: Americas; EMEA; and APAC. Our revenue, when considered by geographic
distribution, can fluctuate significantly, and the timing of revenue recognition
for large network projects, particularly outside of the United States, can
result in large variations in geographic revenue results in any particular
period. The increase in our EMEA region revenue for the quarter and six months
ended May 1, 2021 was primarily driven by increased sales in Great Britain and
France. The decrease in our APAC region revenue for the quarter and six months
ended May 1, 2021 was primarily driven by decreased sales in Singapore and
Japan, partially offset by increased sales in India. The decrease in our
Americas region revenue for the quarter and six months ended May 1, 2021 was
primarily driven by decreased sales in the United States, partially offset by
increased sales in Brazil.

The following table reflects our geographic distribution of revenue, principally
based on the relevant location for our delivery of products and performance of
services. The table sets forth the changes in geographic distribution of revenue
for the periods indicated (in thousands, except percentage data):
                         Quarter Ended                                      

Six Months Ended


                  May 1, 2021      May 2, 2020              %*         May 1, 2021       May 2, 2020               %*
      Americas   $  587,475       $  650,381               (9.7) %    $ 1,084,086       $ 1,224,385              (11.5) %
             %**       70.4  %          72.7  %                              68.1  %           70.9  %
      EMEA          155,054          141,431                9.6  %        310,472           271,396               14.4  %
             %**       18.6  %          15.8  %                              19.5  %           15.7  %
      APAC           91,398          102,241              (10.6) %        196,499           231,184              (15.0) %
             %**       11.0  %          11.5  %                              12.4  %           13.4  %
      Total      $  833,927       $  894,053               (6.7) %    $ 1,591,057       $ 1,726,965               (7.9) %

_____________________________________


*  Denotes % change from 2020 to 2021
**   Denotes % of Total Revenue

Quarter ended May 1, 2021 as compared to the quarter ended May 2, 2020 •Americas revenue decreased by $62.9 million, primarily reflecting sales decreases of $70.8 million within our Networking Platforms segment and $3.2 million within our Global Services segment, partially offset by sales increases of $5.7 million within our Platform Software and Services segment and $5.4 million within our Blue Planet


                                       30
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Automation Software and Services segment. The decrease within our Networking
Platforms segment reflects a product line sales decrease of $67.7 million of our
Converged Packet Optical products, primarily related to a sales decrease of
$66.6 million of our 6500 Packet-Optical Platform to communications service
providers.
•EMEA revenue increased by $13.6 million, primarily reflecting sales increases
of $4.5 million within our Blue Planet Automation Software and Services segment,
$4.0 million within our Global Services segment, $3.0 million within our
Platform Software and Services segment and $2.1 million within our Networking
Platforms segment.
•APAC revenue decreased by $10.8 million, primarily reflecting a sales decrease
of $12.5 million within our Networking Platforms segment. Our Networking
Platforms segment revenue decrease primarily reflects a decrease of $16.2
million in sales of our 6500 Packet-Optical Platform, partially offset by an
increase of $4.3 million in sales of our 3000 and 5000 families of service
delivery and aggregation switches.

Six months ended May 1, 2021 as compared to the six months ended May 2, 2020
•Americas revenue decreased by $140.3 million, primarily reflecting a sales
decrease of $149.3 million within our Networking Platforms segment, which was
partially offset by a sales increase of $7.1 million within our Blue Planet
Automation Software and Services segment. Our Networking Platforms segment
revenue decrease reflects product line sales decreases of $141.3 million of
Converged Packet Optical products and $7.9 million of Routing and Switching
products. Our Converged Packet Optical revenue decrease primarily reflects sales
decreases of $143.9 million of our 6500 Packet-Optical Platform and $31.6
million of our 5430 Reconfigurable Switching Systems, partially offset by a
sales increase of $22.5 million of our Waveserver products. Our 6500
Packet-Optical Platform revenue decrease primarily reflects decreased sales to
communications service providers.
•EMEA revenue increased by $39.1 million, reflecting increases of $21.1 million
within our Networking Platforms segment, $7.5 million within our Global Services
segment, $5.3 million within our Platform Software and Services segment and $5.2
million within our Blue Planet Automation Software and Services segment.
•APAC revenue decreased by $34.7 million, primarily reflecting decreases of
$35.4 million within our Networking Platforms segment, $1.9 million within our
Blue Planet Automation Software and Services segment and $1.8 million of our
Global Services segment. These decreases were partially offset by a sales
increase of $4.4 million within our Platform Software and Services segment. Our
Networking Platforms segment revenue decrease primarily reflects a decrease of
$43.9 million in sales of our 6500 Packet-Optical Platform to communications
service providers in Japan, partially offset by an increase of $8.3 million in
sales of our Waveserver products primarily to communications service providers
and submarine network operators.

Cost of Goods Sold and Gross Profit



The component elements that comprise our product cost of goods and services
costs of goods sold are set forth in the "Management's Discussion and Analysis
of Financial Condition and Results of Operations" section of our 2020 Annual
Report. There are a number of important factors or conditions that can adversely
affect or cause our gross profit as a percentage of product or service revenue,
or "gross margin," to fluctuate on a quarterly basis. These are similarly
described in detail in the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Risk Factors" sections of our 2020
Annual Report.

CEWS benefits, recorded to the particular line item within cost of goods sold in
our Condensed Consolidated Statement of Operations to which the activity
relates, were $6.8 million in the second quarter and first six months of fiscal
2021, net of certain fees. For further information relating to our receipt of
amounts under the CEWS program, see Note 4 to our Condensed Consolidated
Financial Statements included in Item 1 of Part I of this report. The tables
below set forth the changes in revenue, cost of goods sold and gross profit for
the periods indicated (in thousands, except percentage data):

                                       Quarter Ended                                                   Six Months Ended
                              May 1, 2021         May 2, 2020                   %*             May 1, 2021          May 2, 2020                    %*
Total revenue                $  833,927          $  894,053                     (6.7) %       $ 1,591,057          $ 1,726,965                     (7.9) %
Total cost of goods sold        421,508             480,727                    (12.3) %           820,747              943,104                    (13.0) %

Gross profit                 $  412,419          $  413,326                     (0.2) %       $   770,310          $   783,861                     (1.7) %
                         %**       49.5  %             46.2  %                                       48.4  %              45.4  %

_____________________________________


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*  Denotes % change from 2020 to 2021
**   Denotes % of Total Revenue
                                       Quarter Ended                                                   Six Months Ended
                              May 1, 2021         May 2, 2020                   %*             May 1, 2021          May 2, 2020                    %*
Product revenue              $  670,043          $  739,892                     (9.4) %       $ 1,267,263          $ 1,427,107                    (11.2) %
Product cost of goods sold      339,601             405,138                    (16.2) %           654,699              794,151                    

(17.6) %



Product gross profit         $  330,442          $  334,754                     (1.3) %       $   612,564          $   632,956                     (3.2) %
                         %**       49.3  %             45.2  %                                       48.3  %              44.4  %

_____________________________________


*  Denotes % change from 2020 to 2021
**   Denotes % of Product Revenue
                                       Quarter Ended                                                Six Months Ended
                              May 1, 2021         May 2, 2020                  %*            May 1, 2021         May 2, 2020                  %*
Service revenue              $  163,884          $  154,161                    6.3  %       $  323,794          $  299,858                     8.0  %
Service cost of goods sold       81,907              75,589                    8.4  %          166,048             148,953                    11.5  %

Service gross profit         $   81,977          $   78,572                    4.3  %       $  157,746          $  150,905                     4.5  %
                        % **       50.0  %             51.0  %                                    48.7  %             50.3  %


_____________________________________


*  Denotes % change from 2020 to 2021
**   Denotes % of Service Revenue

Quarter ended May 1, 2021 as compared to the quarter ended May 2, 2020
•Gross profit decreased by $0.9 million, partially as a result of lower
revenues. Gross profit as a percentage of total revenue ("gross margin")
increased by 330 basis points. Our gross margin benefited significantly from a
favorable mix of customers and products, as well as a $6.8 million benefit from
the CEWS program which we do not expect to continue at this level. Due to the
impact of COVID-19 and related restrictions on sales and marketing activities
described in "Overview" above, we continue to see a higher proportion of our
revenue consisting of sales of existing technology offerings deployed in the
networks of existing customers, as compared to sales to new customers, early
stage network deployments for recent design wins, or the introduction of new
platforms, which tend to carry lower margins. We expect our gross margins to
reduce from these elevated short-term levels as the adverse impact of the
pandemic on new business lessens and our overall revenue resumes a more typical
composition of revenue from existing and new business.
•Gross profit on products decreased by $4.3 million. Gross profit on products as
a percentage of product revenue ("product gross margin") increased by 410 basis
points, primarily due to a favorable mix of customers and products, as described
above, continued product cost reductions and a $4.2 million benefit from the
CEWS program, partially offset by market-based price compression we encountered
during the period.
•Gross profit on services increased by $3.4 million. Gross profit as a
percentage of services revenue ("services gross margin") decreased by 100 basis
points, primarily due to lower installation and deployment margins and a lower
mix of higher margin consulting and network design services. The lower margins
on installation and deployment services were primarily due to certain customer
site readiness delays that caused cost inefficiencies. These lower margins were
partially offset by increased higher margin maintenance revenues and a $2.6
million benefit from the CEWS program.
Six months ended May 1, 2021 as compared to the six months ended May 2, 2020
•Gross profit decreased by $13.6 million largely due to lower revenues. Gross
margin increased by 300 basis points, as our gross margin benefited
significantly from product cost reductions, a favorable mix of customers and
product lines that we believe to be a short-term effect due to COVID-19 related
factors and a $6.8 million benefit from the CEWS program, partially offset by a
reduction in our services gross margin.
•Gross profit on products decreased by $20.4 million. Product gross margin
increased by 390 basis points, primarily due to product cost reductions, a
favorable mix of customers and product lines as described above and a $4.2
million benefit from the CEWS program, partially offset by market-based price
compression we encountered during the period.
                                       32
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•Gross profit on services increased by $6.8 million. Services gross margin
decreased by 160 basis points, primarily due to lower installation and
deployment margins and a lower mix of higher margin consulting and network
design services. The lower margins on installation and deployment services were
primarily due to certain customer site readiness delays that caused cost
inefficiencies. These lower margins were partially offset by increased higher
margin maintenance revenues and a $2.6 million benefit from the CEWS program.

Operating Expense
Currency Fluctuations
Approximately 42.7% and 47.3% of our operating expense was non-U.S.
Dollar-denominated during the second quarter and first six months of fiscal
2021, respectively, including expenses in Canadian Dollars, Indian Rupees and
British Pounds. During the second quarter of fiscal 2021, as compared to the
second quarter of fiscal 2020, and the first six months of fiscal 2021, as
compared to the first six months of fiscal 2020, the U.S. Dollar fluctuated
against these currencies. Consequently, our operating expense reported in U.S.
Dollars slightly increased by approximately $3.4 million, or 1.2%, and $4.8
million, or 0.9%, respectively.
CEWS Benefits
CEWS benefits, recorded to the particular line item within operating expense in
our Condensed Consolidated Statement of Operations to which the activity
relates, were $33.6 million in the second quarter and first six months of fiscal
2021, net of certain fees. For further information relating to our receipt of
amounts under the CEWS program, see Note 4 to our Condensed Consolidated
Financial Statements included in Item 1 of Part I of this report.
The component elements that comprise each of our operating expense categories in
the table below are set forth in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of our 2020 Annual
Report. The table below sets forth the changes in operating expense for the
periods indicated (in thousands, except percentage data):

                                              Quarter Ended                                                  Six Months Ended
                                     May 1, 2021         May 2, 2020                   %*             May 1, 2021         May 2, 2020                   %*
Research and development            $  110,246          $  131,530                    (16.2) %       $  242,987          $  262,430                     (7.4) %
                                %**       13.2  %             14.7  %                                      15.3  %             15.2  %
Selling and marketing                  110,387             101,214                      9.1  %          207,665             208,280                     (0.3) %
                                %**       13.2  %             11.3  %                                      13.1  %             12.1  %
General and administrative              43,635              42,030                      3.8  %           83,628              84,498                     

(1.0) %


                                %**        5.2  %              4.7  %                                       5.3  %              4.9  %
Amortization of intangible assets        6,019               5,839                      3.1  %           11,929              11,692                     

2.0 %


                                %**        0.7  %              0.7  %                                       0.7  %              0.7  %
Significant asset impairments and
restructuring costs                      8,209               3,811                    115.4  %           14,076               8,283                     69.9  %
                                %**        1.0  %              0.4  %                                       0.9  %              0.4  %
Acquisition and integration costs          294               1,414                    (79.2) %              601               3,233                    (81.4) %
                                %**          -  %              0.2  %                                         -  %              0.2  %
Total operating expenses            $  278,790          $  285,838
           (2.5) %       $  560,886          $  578,416                     (3.0) %
                                %**       33.4  %             32.0  %                                      35.3  %             33.5  %

_____________________________________


*  Denotes % change from 2020 to 2021
**   Denotes % of Total Revenue

Quarter ended May 1, 2021 as compared to the quarter ended May 2, 2020
•Research and development expense was adversely affected by $0.8 million as a
result of foreign exchange rates, primarily due to fluctuations in the U.S.
Dollar in relation to the Canadian Dollar. Including the effect of foreign
exchange rates, net of hedging, research and development expense decreased by
$21.3 million. This decrease primarily
                                       33
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reflects $28.9 million received for CEWS, partially offset by increases in
compensation costs primarily driven by increases in headcount.
•Selling and marketing expense was adversely affected by $2.2 million as a
result of foreign exchange rates, primarily due to fluctuations in the U.S.
Dollar in relation to the Euro. Including the effect of foreign exchange rates,
sales and marketing expenses increased by $9.2 million. This increase reflects
increases in compensation costs primarily driven by increases in headcount, and
professional services, partially offset by decreases in travel and entertainment
costs due to restrictions on travel as a result of COVID-19 and $2.6 million
received for CEWS.
•General and administrative expense was adversely affected by $0.5 million as a
result of foreign exchange rates, primarily due to fluctuations in the U.S.
Dollar in relation to the Euro. Including the effect of foreign exchange rates,
general and administrative expense increased by $1.6 million primarily as a
result of legal fees, partially offset by $2.2 million received for CEWS and
reduced bad debt expense.
•Amortization of intangible assets remained relatively unchanged.
•Significant asset impairments and restructuring costs reflect global workforce
reductions as part of a business optimization strategy to improve gross margin
and constrain operating expense, and redesign certain business processes.
•Acquisition and integration costs primarily reflect reduced acquisition
compensation associated with a three-year earn-out arrangement related to the
acquisition of DonRiver Holdings, LLC ("Don River") in fiscal 2018.
Six months ended May 1, 2021 as compared to the six months ended May 2, 2020
•Research and development expense was adversely affected by $0.5 million as a
result of foreign exchange rates, net of hedging, primarily due to fluctuations
in the U.S. Dollar in relation to the Canadian Dollar. Including the effect of
foreign exchange rates, net of hedging, research and development expenses
decreased by $19.4 million. This decrease primarily reflects $28.9 million
received for CEWS, partially offset by increases in compensation costs primarily
driven by increases in headcount.
•Selling and marketing expense was adversely affected by $3.6 million as a
result of foreign exchange rates, primarily due to fluctuations in the U.S.
Dollar in relation to the Euro. Including the effect of foreign exchange rates,
sales and marketing expense decreased by $0.6 million. This decrease primarily
reflects decreases in travel and entertainment costs due to restrictions on
travel as a result of COVID-19 and $2.6 million received for CEWS, partially
offset by increases in compensation costs primarily driven by increases in
headcount.
•General and administrative expense was adversely affected by $0.7 million as a
result of foreign exchange rates, primarily due to a weaker U.S. Dollar in
relation to the Euro. Including the effect of foreign exchange rates, general
and administrative expenses decreased by $0.9 million. This decrease primarily
reflects reduced bad debt expense, decreases in travel and entertainment costs
due to restrictions on travel as a result of COVID-19 and $2.2 million received
for CEWS, partially offset by increased legal fees.
•Amortization of intangible assets remained relatively unchanged.
•Significant asset impairments and restructuring costs reflect global workforce
reductions as part of a business optimization strategy to improve gross margin
and constrain operating expense, and redesign of certain business processes.
•Acquisition and integration costs primarily reflect reduced acquisition
compensation associated with a three-year earn-out arrangement related to the
acquisition of DonRiver in fiscal 2018 and other fees related to the acquisition
of Centina Systems, Inc. in the first quarter of fiscal 2020.
Other Items
The table below sets forth the changes in other items for the periods indicated
(in thousands, except percentage data):
                                       34
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                                               Quarter Ended                                                    Six Months Ended
                                     May 1, 2021          May 2, 2020                    %*             May 1, 2021          May 2, 2020                     %*
Interest and other income (loss),
net                                 $    (1,274)         $    (2,665)                   (52.2) %       $    (2,395)         $       981                     (344.1) %
                                %**        (0.2) %              (0.3) %                                       (0.2) %               0.1  %
Interest expense                    $     7,785          $     7,860                     (1.0) %       $    15,145          $    16,675                       (9.2) %
                                %**         0.9  %               0.9  %                                        1.0  %               1.0  %
Loss on extinguishment and
modification of debt                $         -          $         -                        -  %       $         -          $       646                     (100.0) %
                                %**           -  %                 -  %                                          -  %                 -  %
Provision for income taxes          $    21,453          $    25,308                    (15.2) %       $    33,419          $    35,122                       (4.8) %
                                %**         2.6  %               2.8  %                                        2.1  %               2.0  %

_____________________________________


*  Denotes % change from 2020 to 2021
**   Denotes % of Total Revenue

Quarter ended May 1, 2021 as compared to the quarter ended May 2, 2020
•Interest and other income (loss), net increased by $1.4 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.
•Interest expense remained relatively unchanged.
•Provision for income taxes decreased by $3.9 million, primarily due to an
increased deduction for foreign-derived intangible income for the second quarter
of fiscal 2021. The effective tax rate for the second quarter of 2021 was lower
as compared to the second quarter of fiscal 2020, primarily due to an increased
deduction for foreign-derived intangible income and a decrease in the foreign
effective tax rate.
Six months ended May 1, 2021 as compared to the six months ended May 2, 2020
•Interest and other income, net decreased by $3.4 million, primarily reflecting
lower interest income due to reduced interest rates on our investments and the
impact of foreign exchange rates on assets and liabilities denominated in a
currency other than the relevant functional currency, net of hedging activity.
•Interest expense decreased by $1.5 million, primarily due to a reduction of
LIBOR rates impacting our 2025 Term Loan.
•Loss on extinguishment and modification of debt reflects the refinance of our
2025 Term Loan in the first quarter of fiscal 2020.
•Provision for income taxes decreased by $1.7 million, primarily due to an
increased deduction for foreign-derived intangible income for the first six
months of fiscal 2021. The effective tax rate for the first six months of fiscal
2021 was lower as compared to the first six months of fiscal 2020, primarily due
to an increased deduction for foreign-derived intangible income and a decrease
in the foreign effective tax rate.

Segment Profit (Loss)

The table below sets forth the changes in our segment profit (loss) for the respective periods (in thousands, except percentage data):


                                       35
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                                              Quarter Ended                                                      Six Months Ended
                                    May 1, 2021           May 2, 2020                    %*              May 1, 2021           May 2, 2020                    %*
Segment profit (loss):
Networking Platforms              $    211,412          $    210,987                      0.2  %       $    367,843          $    379,256                     (3.0) %
Platform Software and Services    $     36,506          $     21,668                     68.5  %       $     64,166          $     50,619                     26.8  %
Blue Planet Automation Software
and Services                      $      5,688          $     (4,399)                   229.3  %       $      3,254          $     (7,512)                   143.3  %
Global Services                   $     48,567          $     53,540                     (9.3) %       $     92,060          $     99,068                     (7.1) %

_____________________________________

* Denotes % change from 2020 to 2021

Segment profit (loss) includes CEWS benefits of $35.7 million in the second quarter and first six months of fiscal 2021, net of certain fees. For further discussion of CEWS, see Note 4 to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this report.

Quarter ended May 1, 2021 as compared to the quarter ended May 2, 2020



•Networking Platforms segment profit increased by $0.4 million, primarily due to
CEWS benefit of $29.7 million and improved gross margin, offset by lower sales
volume as described above and higher research and development costs.
•Platform Software and Services segment profit increased by $14.8 million,
primarily due to higher sales volume, services margin and a CEWS benefit of $2.5
million.
•Blue Planet Automation Software and Services segment profit increased by $10.1
million, primarily due to higher sales volume, higher gross margin on product
sales and a CEWS benefit of $1.2 million, partially offset by lower gross margin
on software-related services.
•Global Services segment profit decreased by $5.0 million, primarily due to
reduced gross margin, as described above, partially offset by a CEWS benefit of
$2.3 million.

Six months ended May 1, 2021 as compared to the six months ended May 2, 2020



•Networking Platforms segment profit decreased by $11.4 million, primarily due
to lower sales volume as described above and higher research and development
costs, partially offset by a CEWS benefit of $29.7 million and improved gross
margin.
•Platform Software and Services segment profit increased by $13.5 million,
primarily due to higher sales volume, a CEWS benefit of $2.5 million and
improved gross margin as described above.
•Blue Planet Automation Software and Services segment profit increased by $10.8
million, primarily due to higher sales volume, higher gross margin on product
sales and a CEWS benefit of $1.2 million, partially offset by lower gross margin
on software-related services.
•Global Services segment profit decreased by $7.0 million, primarily due to
reduced gross margin as described above, partially offset by higher sales volume
and a CEWS benefit of $2.3 million.

Liquidity and Capital Resources
Overview. For the six months ended May 1, 2021, we generated $217.7 million of
cash in operating activities, which included $36.5 million of cash from a CEWS
benefit. Our net income (adjusted for non-cash charges) of $279.4 million
exceeded our working capital requirements of $61.7 million. For additional
details, see "Cash Provided By Operating Activities" below. For further
information relating to our receipt of amounts under the CEWS program, see Note
4 to our Condensed Consolidated Financial Statements included in Item 1 of Part
I of this report.
Cash, cash equivalents and investments increased by $125.0 million during the
first six months of fiscal 2021. The cash from operations above was partially
offset by the following items: (i) cash used to fund our investing activities
for capital expenditures totaling $51.7 million; (ii) cash used for stock
repurchases under our stock repurchase program of $38.5 million; and (iii) stock
repurchases on vesting of our stock unit awards to employees relating to tax
withholding of $27.9 million.
                                       36
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Proceeds from the issuance of equity under our employee stock purchase plan provided $13.5 million in cash during the six months ended May 1, 2021. The following table sets forth changes in our cash and cash equivalents and investments in marketable debt securities for the respective periods (in thousands):


                                                               May 1,            October 31,           Increase
                                                                2021                 2020             (decrease)
Cash and cash equivalents                                  $ 1,202,974          $ 1,088,624          $  114,350
Short-term investments in marketable debt securities           151,816              150,667               1,149
Long-term investments in marketable debt securities             91,715               82,226               9,489
Total cash and cash equivalents and investments in
marketable debt securities                                 $ 1,446,505          $ 1,321,517          $  124,988



Principal Sources of Liquidity. Our principal sources of liquidity on hand
include our cash, cash equivalents and investments, which as of May 1, 2021
totaled $1.4 billion, as well as the senior secured asset-backed revolving
credit facility to which we and certain of our subsidiaries are parties (the
"ABL Credit Facility"). The ABL Credit Facility provides for a total commitment
of $300.0 million with a maturity date of October 28, 2024. We principally use
the ABL Credit Facility to support the issuance of letters of credit that arise
in the ordinary course of our business and thereby to reduce our use of cash
required to collateralize these instruments. As of May 1, 2021, letters of
credit totaling $84.0 million were collateralized by our ABL Credit Facility.
There were no borrowings outstanding under the ABL Credit Facility as of May 1,
2021.
Foreign Liquidity. The amount of cash, cash equivalents, and short-term
investments held by our foreign subsidiaries was $120.4 million as of May 1,
2021. We intend to reinvest indefinitely our foreign earnings. If we were to
repatriate the accumulated historical foreign earnings, the estimated amount of
unrecognized deferred income tax liability related to foreign withholding taxes
would be approximately $25.0 million.
Stock Repurchase Authorization. On December 13, 2018, we announced that the
Board of Directors authorized a program to repurchase up to $500.0 million of
its common stock. After temporarily suspending repurchases of our common stock
during fiscal 2020, we reinstituted our stock repurchase program in the first
quarter of 2021 and are currently targeting repurchases in the range of $150
million of our common stock during fiscal 2021. We repurchased $39.4
million under this program during the first six months of fiscal 2021, and had
$236.0 million remaining under the current authorization as of May 1, 2021. The
amount and timing of repurchases are subject to a variety of factors including
liquidity, cash flow, stock price and general business and market conditions.
The program may be reinstated, modified, suspended, or discontinued at any time.
Liquidity Position. Based on past performance and current expectations, we
believe that cash from operations, cash, cash equivalents, investments, and
other sources of liquidity, including our ABL Credit Facility, will satisfy our
working capital needs, capital expenditures, and other liquidity requirements
associated with our operations through at least the next 12 months. We regularly
evaluate our liquidity position, debt obligations, and anticipated cash needs to
fund our operating or investment plans, and will continue to consider capital
raising and other market opportunities that may be available to us. We regularly
evaluate alternatives to manage our capital structure and market opportunities
to enhance our liquidity and provide further operational and strategic
flexibility. While the COVID-19 pandemic has not materially impacted our
liquidity and capital resources to date, it has led to disruptions and
volatility in capital markets and credit markets. The duration and severity of
any further economic or market impact of the COVID-19 pandemic remains uncertain
and there can be no assurance that it will not have an adverse effect on our
liquidity and capital resources, including our ability to access capital
markets, in the future.
Cash Provided By Operating Activities
The following sections set forth the components of our $217.7 million of cash
provided by operating activities during the first six months of fiscal 2021:
Net income (adjusted for non-cash charges)
The following table sets forth our net income (adjusted for non-cash charges)
during the period (in thousands):
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                                                                                    Six Months Ended
                                                                                      May 1, 2021
Net income                                                                        $         158,465
Adjustments for non-cash charges:

Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements


                 47,295
  Share-based compensation costs                                                             40,499
  Amortization of intangible assets                                                          18,517
  Deferred taxes                                                                             (9,606)
  Provision for inventory excess and obsolescence                                            10,402
  Provision for warranty                                                                      7,937
  Other                                                                                       5,928
Net income (adjusted for non-cash charges)                                        $         279,437



Working Capital
We used $61.7 million of cash for working capital during the period. The
following table sets forth the major components of the cash used in working
capital (in thousands):
                                                                             Six Months Ended
                                                                               May 1, 2021
Cash used in accounts receivable                                           $            (180)
Cash used in inventories                                                    

(66,934)


Cash used in prepaid expenses and other                                     

(8,565)


Cash used in accounts payable, accruals and other obligations               

(30,108)


Cash provided by deferred revenue                                           

45,482


Cash used in operating lease assets and liabilities, net                    

(1,473)


 Total cash used for working capital                                       

$ (61,778)

As compared to the end of fiscal 2020:



•Cash used in accounts receivable was not material during the first six months
of fiscal 2021;
•The $66.9 million of cash used in inventories during the first six months of
fiscal 2021 primarily reflects increases in finished goods to meet customer
delivery schedules and related to some of the actions that we have taken since
early fiscal 2020 to mitigate the risk of adverse supply chain impact on our
business and operations due to COVID-19 related disruptions;
•The $8.6 million of cash used in prepaid expense and other during the first
six months of fiscal 2021 primarily reflects increases in foreign currency
forward contracts and CEWS receivable of $3.9 million, partially offset by a
reduction in contract assets and other receivables;
•The $30.1 million of cash used in accounts payable, accruals and other
obligations during the first six months of fiscal 2021 primarily reflects the
payment to employees under our annual cash incentive compensation plan in the
first quarter, as well as inventory purchases;
•The $45.5 million of cash provided by deferred revenue during the first six
months of fiscal 2021 represents an increase in advanced payments received from
customers prior to revenue recognition; and
•The $1.5 million of cash used in operating lease assets and liabilities, net,
during the first six months of fiscal 2021 represents cash paid for operating
lease payments in excess of operating lease costs. For more details, see Note 15
to our Condensed Consolidated Financial Statements included in Item 1 of Part I
of this report.
Our days sales outstanding ("DSOs") for the first six months of fiscal 2021 were
90 days, and our inventory turns for the first six months of fiscal 2021 were
3.3. The calculation of DSOs includes accounts receivables, net and contract
assets for unbilled receivables, net included in prepaid expenses and other.
                                       38
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Cash Paid for Interest
The following table sets forth the cash paid for interest during the period (in
thousands):
                                                      Six Months Ended
                                                        May 1, 2021

              Term Loan due September 28, 2025(1)    $          6,547
              Interest rate swaps(2)                            4,995
              ABL Credit Facility(3)                              979
              Finance leases                                    2,428
              Cash paid during period                $         14,949



(1) Interest on the 2025 Term Loan is payable periodically based on the interest
period selected for borrowing. The 2025 Term Loan bears interest at LIBOR for
the chosen borrowing period plus a spread of 1.75% subject to a minimum LIBOR
rate of 0.00%. At the end of the second quarter of fiscal 2021, the interest
rate on the 2025 Term Loan was 1.86%.
(2) The interest rate swaps fix the LIBOR rate for $350.0 million of the 2025
Term Loan at 2.957% through September 2023.
(3) During the first six months of fiscal 2021, we utilized the ABL Credit
Facility to collateralize certain standby letters of credit and paid $1.0
million in commitment fees, interest expense and other administrative charges
relating to the ABL Credit Facility.

Contractual Obligations
There have been no material changes to our contractual obligations since
October 31, 2020. For a summary of our contractual obligations, see Item 7 of
Part II of our 2020 Annual Report.
Off-Balance Sheet Arrangements
We do not engage in any off-balance sheet financing arrangements. In particular,
we do not have any equity interests in so-called limited purpose entities, which
include special purpose entities (SPEs) and structured finance entities.

Critical Accounting Policies and Estimates



The preparation of our consolidated financial statements requires that we make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenue and expense, and related disclosure of contingent assets and
liabilities. By their nature, these estimates and judgments are subject to an
inherent degree of uncertainty. On an ongoing basis, we reevaluate our
estimates, including those related to revenue recognition, share-based
compensation, bad debts, inventories, intangible and other long-lived assets,
goodwill, income taxes, warranty obligations, restructuring, derivatives and
hedging, and contingencies and litigation. We base our estimates on historical
experience and on various other assumptions that we believe to be reasonable
under the circumstances. The inputs into certain of our judgments, assumptions,
and estimates reflect, among other things, the information available to us
regarding the economic implications of the COVID-19 pandemic, and expectations
as to its impact on our business and on our critical and significant accounting
estimates. Among other things, these estimates form the basis for judgments
about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ materially from these
estimates under different assumptions or conditions. To the extent that there
are material differences between our estimates and actual results, our
consolidated financial statements will be affected. In addition, because the
duration, severity, and impact of the COVID-19 pandemic remain uncertain,
certain of our estimates could require further judgment or modification, and
therefore carry a higher degree of variability and volatility. As events
continue to evolve, our estimates may change materially in future periods.

Except for items listed below, our critical accounting policies and estimates
have not changed materially since October 31, 2020. For a discussion of our
critical accounting policies and estimates, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in Item 7 of Part II
of our 2020 Annual Report.

Allowance for Credit Losses for Accounts Receivable and Contract Assets



See Note 2 to our Condensed Consolidated Financial Statements included in Item 1
of Part I of this report for information regarding the change in our allowance
for credit losses for accounts receivable and contract assets accounting
policies as a result of our adoption of ASU 2016-13, Financial Instruments -
Credit Losses.

Effects of Recent Accounting Pronouncements


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See Note 2 to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this report for information relating to our discussion of the effects of recent accounting pronouncements.

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