EX-99.1 2 ex9912023q4earningspressre.htm EX-99.1 Document

FOR IMMEDIATE RELEASE

Ciena Reports Fiscal Fourth Quarter 2023 Financial Results

Annual revenue increased 21%

HANOVER, Md. - December 7, 2023 - Ciena® Corporation (NYSE: CIEN), a networking systems, services and software company, today announced unaudited financial results for its fiscal fourth quarter ended October 28, 2023.

Q4 Revenue: $1.13 billion

Q4 Net Income per Share: $0.62 GAAP; $0.75 adjusted (non-GAAP)

Share Repurchases: Repurchased approximately 4.2 million shares of common stock for an aggregate price of $188.8 million during the quarter

"Today we reported strong fiscal fourth quarter results, driven by positive demand dynamics, particularly with cloud provider customers. We delivered an outstanding fiscal year with 21% growth in revenue, gaining significant market share and further advancing our industry leadership position," said Gary Smith, president and CEO, Ciena. "Looking ahead, as we execute on our strategy to extend our market leadership in optical while expanding our opportunities in routing and switching, we expect to continue to grow revenue faster than the market and take share."

For fiscal fourth quarter 2023, Ciena reported revenue of $1.13 billion as compared to $971.0 million for the fiscal fourth quarter 2022. For fiscal year 2023, Ciena reported revenue of $4.39 billion, as compared to $3.63 billion for fiscal year 2022.

Ciena's GAAP net income for the fiscal fourth quarter 2023 was $91.2 million, or $0.62 per diluted common share, which compares to a GAAP net income of $57.6 million, or $0.39 per diluted common share, for the fiscal fourth quarter 2022. For fiscal year 2023, Ciena's GAAP net income was $254.8 million, or $1.71 per diluted common share, as compared to GAAP net income of $152.9 million, or $1.00 per diluted common share, for fiscal year 2022.

Ciena's adjusted (non-GAAP) net income for the fiscal fourth quarter 2023 was $111.2 million, or $0.75 per diluted common share, which compares to an adjusted (non-GAAP) net income of $90.9 million, or $0.61 per diluted common share, for the fiscal fourth quarter 2022. For fiscal year 2023, Ciena's adjusted (non-GAAP) net income was $406.3, or $2.72 per diluted common share, as compared to adjusted (non-GAAP) net income of $288.9, or $1.90 per diluted common share, for fiscal year 2022.



1


Performance Summary For Fiscal Fourth Quarter and Year Ended October 28, 2023
The tables below (in millions, except percentage data) provide comparisons of certain quarterly and annual results to the prior year. Appendices A and B set forth reconciliations between the GAAP and adjusted (non-GAAP) measures contained in this release.
GAAP Results (unaudited)
Quarter EndedPeriodYear EndedPeriod
October 28,October 29,ChangeOctober 28,October 29,Change
20232022Y-T-Y*20232022Y-T-Y*
Revenue$1,129.5 $971.0 16.3 %$4,386.5 $3,632.7 20.8 %
Gross margin43.1 %44.7 %(1.6)%42.8 %43.0 %(0.2)%
Operating expense$395.0 $356.3 10.9 %$1,521.3 $1,337.5 13.7 %
Operating margin8.1 %8.0 %0.1 %8.2 %6.1 %2.1 %
Non-GAAP Results (unaudited)
Quarter EndedPeriodYear EndedPeriod
October 28,October 29,ChangeOctober 28,October 29,Change
20232022Y-T-Y*20232022Y-T-Y*
Revenue$1,129.5 $971.0 16.3 %$4,386.5 $3,632.7 20.8 %
Adj. gross margin43.7 %45.2 %(1.5)%43.5 %43.6 %(0.1)%
Adj. operating expense$337.6 $312.8 7.9 %$1,332.8 $1,177.0 13.2 %
Adj. operating margin13.8 %13.0 %0.8 %13.1 %11.2 %1.9 %
Adj. EBITDA$178.8 $153.5 16.5 %$665.8 $502.4 32.5 %
* Denotes % change, or in the case of margin, absolute change
Revenue by Segment (unaudited)
Quarter Ended
October 28, 2023October 29, 2022
Revenue%**Revenue%**
Networking Platforms
Optical Networking 1
$748.0 66.2 $649.9 66.9 
Routing and Switching128.9 11.4 102.8 10.6 
Total Networking Platforms876.9 77.6 752.7 77.5 
Platform Software and Services82.1 7.3 71.6 7.4 
Blue Planet Automation Software and Services20.0 1.8 21.2 2.2 
Global Services
Maintenance Support and Training74.4 6.6 73.1 7.5 
Installation and Deployment60.1 5.3 36.9 3.8 
Consulting and Network Design16.0 1.4 15.5 1.6 
Total Global Services150.5 13.3 125.5 12.9 
Total$1,129.5 100.0 $971.0 100.0 
2



Revenue by Segment (unaudited)
Year Ended
October 28, 2023October 29, 2022
Revenue%**Revenue%**
Networking Platforms
Optical Networking 1
$2,987.3 68.1 $2,380.0 65.5 
Routing and Switching506.2 11.5 398.4 11.0 
Total Networking Platforms3,493.5 79.6 2,778.4 76.5 
Platform Software and Services303.9 6.9 277.2 7.6 
Blue Planet Automation Software and Services69.1 1.6 76.6 2.1 
Global Services
Maintenance Support and Training288.3 6.6 292.4 8.1 
Installation and Deployment181.0 4.1 157.4 4.3 
Consulting and Network Design50.7 1.2 50.7 1.4 
Total Global Services520.0 11.9 500.5 13.8 
Total$4,386.5 100.0 $3,632.7 100.0 

** Denotes % of total revenue
1 Ciena renamed its former “Converged Packet Optical” product line “Optical Networking” effective as of the fourth quarter of fiscal 2023. This change, affecting only the presentation of such information, was made on a prospective basis and does not impact comparability of previous financial results or the composition of this product category.

Additional Performance Metrics for Fiscal Fourth Quarter and Year Ended October 28, 2023
Revenue by Geographic Region (unaudited)
Quarter Ended
October 28, 2023October 29, 2022
Revenue% **Revenue% **
Americas$801.4 71.0 $723.5 74.5 
Europe, Middle East and Africa164.1 14.5 135.1 13.9 
Asia Pacific164.0 14.5 112.4 11.6 
Total$1,129.5 100.0 $971.0 100.0 

Revenue by Geographic Region (unaudited)
Year Ended
October 28, 2023October 29, 2022
Revenue% **Revenue% **
Americas$3,110.3 70.9 $2,636.9 72.6 
Europe, Middle East and Africa643.1 14.7 555.2 15.3 
Asia Pacific633.1 14.4 440.6 12.1 
Total$4,386.5 100.0 $3,632.7 100.0 
3



** Denotes % of total revenue
Two customers represented 10%-plus of revenue for the fiscal fourth quarter 2023, combining for a total of 29.7% of revenue. Two customers represented 10%-plus of revenue for the fiscal year 2023, combining for a total of 23.4% of revenue.
Cash and investments at the end of fiscal year 2023 totaled $1.25 billion
Cash flow from operations totaled $195.5 million and $168.3 million for the fiscal fourth quarter and the fiscal year 2023, respectively
Average days' sales outstanding (DSOs) were 92 and 95 for the fiscal fourth quarter and the fiscal year 2023, respectively
Accounts receivable, net balance was $1.00 billion
Unbilled contract assets, net balance was $150.3 million
Inventories totaled $1.05 billion, including:
Raw materials: $664.8 million
Work in process: $55.2 million
Finished goods: $314.2 million
Deferred cost of sales: $66.6 million
Reserve for excess and obsolescence: $(50.0) million
Product inventory turns were 2.0 for both the fiscal fourth quarter and the fiscal year 2023.
Headcount totaled 8,483 at the end of fiscal year 2023

Supplemental Materials and Live Web Broadcast of Unaudited Fiscal Fourth Quarter 2023 Results
Today, Thursday, December 7, 2023, in conjunction with this announcement, Ciena has posted to the Quarterly Results page of the Investor Relations section of its website certain related supporting materials for its unaudited fiscal fourth quarter 2023 results.

Ciena's management will also host a discussion today with investors and financial analysts that will include the Company's outlook. The live audio web broadcast beginning at 8:30 a.m. Eastern will be accessible via www.ciena.com. An archived replay of the live broadcast will be available shortly following its conclusion on the Investor Relations page of Ciena's website.

Notes to Investors

Forward-Looking Statements. You are encouraged to review the Investors section of our website, where we routinely post press releases, Securities and Exchange Commission ("SEC") filings, recent news, financial results, supplemental financial information, and other announcements. From time to time we exclusively post material information to this website along with other disclosure channels that we use. This press release contains certain forward-looking statements that involve risks and uncertainties. These statements are based on current expectations, forecasts, assumptions and other information available to the Company as of the date hereof. Forward-looking statements include statements regarding Ciena's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Forward-looking statements in this release include: "Today we reported strong fiscal fourth quarter results, driven by positive demand dynamics, particularly with cloud provider customers"; "We delivered an outstanding fiscal year with 21% growth in revenue, gaining significant market share and further advancing our industry leadership position"; "Looking ahead, as we execute on our
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strategy to extend our market leadership in optical while expanding our opportunities in routing and switching, we expect to continue to grow revenue faster than the market and take share."

Ciena's actual results, performance or events may differ materially from these forward-looking statements made or implied due to a number of risks and uncertainties relating to Ciena's business, including: the effect of broader economic and market conditions on our customers, their spending and their businesses and markets; our ability to execute our business and growth strategies; the impact of macroeconomic conditions and global supply chain constraints or disruptions including increased supply costs and lead times; the impact of the introduction of new technologies by us or our competitors; seasonality and the timing and size of customer orders, their delivery dates and our ability to recognize revenue relating to such sales; the level of competitive pressure we encounter; the product, customer and geographic mix of sales within the period; changes in foreign currency exchange rates; factors beyond our control such as natural disasters, climate change, acts of war or terrorism, geopolitical tensions or events, including but not limited to the ongoing conflicts between Ukraine and Russia, and Israel and Hamas, and public health emergencies or epidemics, including the COVID-19 pandemic; changes in tax or trade regulations, including the imposition of tariffs, duties or efforts to withdraw from or materially modify international trade agreements; cyberattacks, data breaches or other security incidents involving our enterprise network environment or our products; regulatory changes, litigation involving our intellectual property or government investigations; and the other risk factors disclosed in Ciena’s periodic reports filed with the Securities and Exchange Commission (SEC) including Ciena's Quarterly Report on Form 10-Q filed with the SEC on September 6, 2023 and its Annual Report on Form 10-K to be filed with the SEC. Ciena assumes no obligation to update any forward-looking information included in this press release.

Non-GAAP Presentation of Quarterly and Annual Results. This release includes non-GAAP measures of Ciena's gross profit, operating expense, income from operations, earnings before interest, tax, depreciation and amortization (EBITDA), Adjusted EBITDA, and measures of net income and net income per share. In evaluating the operating performance of Ciena's business, management excludes certain charges and credits that are required by GAAP. These items share one or more of the following characteristics: they are unusual and Ciena does not expect them to recur in the ordinary course of its business; they do not involve the expenditure of cash; they are unrelated to the ongoing operation of the business in the ordinary course; or their magnitude and timing is largely outside of Ciena's control. Management believes that the non-GAAP measures below provide management and investors useful information and meaningful insight to the operating performance of the business. The presentation of these non-GAAP financial measures should be considered in addition to Ciena's GAAP results and these measures are not intended to be a substitute for the financial information prepared and presented in accordance with GAAP. Ciena's non-GAAP measures and the related adjustments may differ from non-GAAP measures used by other companies and should only be used to evaluate Ciena's results of operations in conjunction with our corresponding GAAP results. To the extent not previously disclosed in a prior Ciena financial results press release, Appendices A and B to this press release set forth a complete GAAP to non-GAAP reconciliation of the non-GAAP measures contained in this release.

About Ciena. Ciena (NYSE: CIEN) is a global leader in networking systems, services, and software. We build the most adaptive networks in the industry, enabling customers to anticipate and meet ever-increasing digital demands. For three-plus decades, Ciena has brought our humanity to our relentless pursuit of innovation. Prioritizing collaborative relationships with our customers, partners, and communities, we create flexible, open, and sustainable networks that better serve all users—today and into the future. For updates on Ciena, follow us on Twitter @Ciena, LinkedIn, the Ciena Insights blog, or visit www.ciena.com.
 

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CIENA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Quarter EndedYear Ended
 October 28,October 29,October 28,October 29,
 2023202220232022
Revenue:  
Products$902,797 $779,609 $3,581,039 $2,888,848 
Services226,690 191,401 805,510 743,813 
Total revenue1,129,487 971,010 4,386,549 3,632,661 
Cost of goods sold:  
Products529,320 440,253 2,088,440 1,699,631 
Services113,886 97,160 419,258 372,686 
Total cost of goods sold643,206 537,413 2,507,698 2,072,317 
Gross profit486,281 433,597 1,878,851 1,560,344 
Operating expenses:  
Research and development189,444 166,898 750,559 624,656 
Selling and marketing123,648 121,865 490,804 466,565 
General and administrative64,100 48,191 215,284 179,382 
Significant asset impairments and restructuring costs7,209 13,621 23,834 33,824 
Amortization of intangible assets10,578 5,754 37,351 32,511 
Acquisition and integration costs — — 3,474 598 
Total operating expenses394,979 356,329 1,521,306 1,337,536 
Income from operations91,302 77,268 357,545 222,808 
Interest and other income, net11,297 1,887 62,008 6,747 
Interest expense(24,207)(13,775)(88,026)(47,050)
Loss on extinguishment and modification of debt(7,874)— (7,874)— 
Income before income taxes70,518 65,380 323,653 182,505 
Provision (benefit) for income taxes1
(20,681)7,735 68,826 29,603 
Net income$91,199 $57,645 $254,827 $152,902 
Net Income per Common Share
Basic net income per common share$0.62 $0.39 $1.71 $1.01 
Diluted net income per potential common share $0.62 $0.39 $1.71 $1.00 
Weighted average basic common shares outstanding147,437 148,548 148,971 151,208 
Weighted average dilutive potential common shares outstanding 2
147,891 149,111 149,380 152,193 

1 For the fourth quarter and year ended fiscal 2023, reflects a tax benefit resulting, in part, from guidance in Notice 2023-63 issued by the IRS addressing capitalization and amortization of specified research or experimental expenditures under Section 174 in accordance with the Tax Cuts and Jobs Act.
2 Weighted average dilutive potential common shares outstanding used in calculating GAAP diluted net income per potential common share includes the following number of shares underlying certain stock option and stock unit awards: (i) 0.5 million and 0.4 million shares for the fourth quarter and year ended fiscal 2023, respectively; and (ii) 0.6 million and 1.0 million shares for the fourth quarter and year ended fiscal 2022, respectively.

6


CIENA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
October 28,
2023
October 29,
2022
ASSETS 
Current assets: 
Cash and cash equivalents$1,010,618 $994,352 
Short-term investments104,753 153,989 
Accounts receivable, net1,003,876 920,772 
Inventories, net1,050,838 946,730 
Prepaid expenses and other405,694 370,053 
Total current assets3,575,779 3,385,896 
Long-term investments134,278 35,385 
Equipment, building, furniture and fixtures, net280,147 267,779 
Operating lease right-of-use assets35,140 45,108 
Goodwill444,765 328,322 
Other intangible assets, net205,627 69,517 
Deferred tax asset, net809,306 824,008 
Other long-term assets116,453 113,617 
Total assets$5,601,495 $5,069,632 
LIABILITIES AND STOCKHOLDERS’ EQUITY 
Current liabilities: 
Accounts payable$317,828 $516,047 
Accrued liabilities and other short-term obligations431,419 360,782 
Deferred revenue154,419 137,899 
Operating lease liabilities16,655 18,925 
Current portion of long-term debt11,700 6,930 
Total current liabilities932,021 1,040,583 
Long-term deferred revenue74,041 62,336 
Other long-term obligations170,407 150,335 
Long-term operating lease liabilities33,259 42,392 
Long-term debt, net1,543,406 1,061,125 
Total liabilities2,753,134 2,356,771 
Stockholders’ equity:
Preferred stock – par value $0.01; 20,000,000 shares authorized; zero shares issued and outstanding
— — 
Common stock – par value $0.01; 290,000,000 shares authorized; 144,829,938 and 148,412,943 shares issued and outstanding
1,448 1,484 
Additional paid-in capital6,262,083 6,390,252 
Accumulated other comprehensive loss(37,767)(46,645)
Accumulated deficit(3,377,403)(3,632,230)
Total stockholders’ equity2,848,361 2,712,861 
Total liabilities and stockholders’ equity$5,601,495 $5,069,632 
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CIENA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (unaudited)
Year Ended
 October 28,October 29,
 20232022
Cash flows used in operating activities: 
Net income$254,827 $152,902 
Adjustments to reconcile net income to net cash used in operating activities: 
Loss on extinguishment of debt1,864 — 
Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements92,564 95,922 
Share-based compensation expense130,455 105,131 
Amortization of intangible assets49,616 44,281 
Deferred taxes(14,852)(27,502)
Provision for inventory excess and obsolescence29,464 16,184 
Provision for warranty31,742 17,440 
Gain on cost method equity investments, net(26,368)(4,120)
Other15,771 4,120 
Changes in assets and liabilities: 
Accounts receivable(94,565)(47,069)
Inventories(132,497)(589,113)
Prepaid expenses and other(51,965)(58,996)
Operating lease right-of-use assets14,190 16,453 
Accounts payable, accruals and other obligations(138,469)100,327 
Deferred revenue27,412 26,380 
Short and long-term operating lease liabilities(20,857)(20,096)
Net cash used in operating activities168,332 (167,756)
Cash flows used in investing activities: 
Payments for equipment, furniture, fixtures and intellectual property(106,197)(90,818)
Purchases of investments(252,329)(647,526)
Proceeds from sales and maturities of investments208,104 702,197 
Settlement of foreign currency forward contracts, net(2,984)4,942 
Purchase of cost method equity investments— (8,000)
Acquisition of business, net of cash acquired(230,048)(62,043)
Net cash used in investing activities(383,454)(101,248)
Cash flows provided by (used in) financing activities: 
Proceeds from issuance of senior notes— 400,000 
Proceeds from issuance of term loan, net497,500 — 
Payment of long term debt(9,430)(5,197)
Proceeds for modification of term loan830 — 
Payment of debt issuance costs(6,379)(5,484)
Payment of finance lease obligations(3,791)(3,468)
Shares repurchased for tax withholdings on vesting of stock unit awards(38,506)(48,454)
Repurchases of common stock - repurchase program(242,201)(500,800)
Proceeds from issuance of common stock31,357 30,348 
Net cash provided by (used in) financing activities229,380 (133,055)
Effect of exchange rate changes on cash, cash equivalents and restricted cash2,150 (26,167)
Net increase (decrease) in cash, cash equivalents and restricted cash16,408 (428,226)
Cash, cash equivalents and restricted cash at beginning of period994,378 1,422,604 
Cash, cash equivalents and restricted cash at end of period$1,010,786 $994,378 
Supplemental disclosure of cash flow information 
Cash paid during the period for interest$84,465 $42,812 
Cash paid during the period for income taxes, net$78,242 $34,967 
Operating lease payments$22,782 $21,661 
Non-cash investing and financing activities
Purchase of equipment in accounts payable$6,990 $12,373 
Repurchase of common stock in accrued liabilities from repurchase program$9,310 $— 
Operating right-of-use assets subject to lease liability $10,236 $23,242 
Gain on cost method equity investments, net$26,368 $4,120 
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APPENDIX A - Reconciliation of Adjusted (Non- GAAP) Measurements
(in thousands, except per share data) (unaudited)
Quarter EndedYear Ended
October 28,October 29,October 28,October 29,
2023202220232022
Gross Profit Reconciliation (GAAP/non-GAAP)
GAAP gross profit$486,281 $433,597 $1,878,851 $1,560,344 
Share-based compensation-products1,194 907 4,518 3,867 
Share-based compensation-services2,827 2,066 10,470 7,533 
Amortization of intangible assets2,763 2,005 12,264 11,770 
Total adjustments related to gross profit6,784 4,978 27,252 23,170 
Adjusted (non-GAAP) gross profit$493,065 $438,575 $1,906,103 $1,583,514 
Adjusted (non-GAAP) gross profit percentage43.7 %45.2 %43.5 %43.6 %
Operating Expense Reconciliation (GAAP/non-GAAP)
GAAP operating expense$394,979 $356,329 $1,521,306 $1,337,536 
Share-based compensation-research and development11,412 8,507 42,331 31,879 
Share-based compensation-sales and marketing9,187 8,084 35,136 31,280 
Share-based compensation-general and administrative10,274 7,610 37,587 30,435 
Significant asset impairments and restructuring costs7,209 13,621 23,834 33,824 
Amortization of intangible assets10,578 5,754 37,351 32,511 
Acquisition and integration costs— — 3,474 598 
Legal settlement8,750 — 8,750 — 
Total adjustments related to operating expense57,410 43,576 188,463 160,527 
Adjusted (non-GAAP) operating expense$337,569 $312,753 $1,332,843 $1,177,009 
Income from Operations Reconciliation (GAAP/non-GAAP)
GAAP income from operations$91,302 $77,268 $357,545 $222,808 
Total adjustments related to gross profit6,784 4,978 27,252 23,170 
Total adjustments related to operating expense57,410 43,576 188,463 160,527 
Total adjustments related to income from operations64,194 48,554 215,715 183,697 
Adjusted (non-GAAP) income from operations$155,496 $125,822 $573,260 $406,505 
Adjusted (non-GAAP) operating margin percentage13.8 %13.0 %13.1 %11.2 %
Net Income Reconciliation (GAAP/non-GAAP)
GAAP net income$91,199 $57,645 $254,827 $152,902 
Exclude GAAP provision for income taxes(20,681)7,735 68,826 29,603 
Income before income taxes70,518 65,380 323,653 182,505 
Total adjustments related to income from operations64,194 48,554 215,715 183,697 
Loss on extinguishment and modification of debt7,874 — 7,874 — 
Gain on cost method equity investments, net— — (26,368)(4,120)
Adjusted income before income taxes142,586 113,934 520,874 362,082 
Non-GAAP tax provision on adjusted income before income taxes31,369 23,015 114,592 73,141 
Adjusted (non-GAAP) net income$111,217 $90,919 $406,282 $288,941 
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APPENDIX A - Reconciliation of Adjusted (Non- GAAP) Measurements
(in thousands, except per share data) (unaudited)
Quarter EndedYear Ended
October 28,October 29,October 28,October 29,
2023202220232022
Weighted average basic common shares outstanding147,437148,548148,971151,208
Weighted average dilutive potential common shares outstanding 1
147,891149,111149,380152,193
Net Income per Common Share
GAAP diluted net income per potential common share$0.62 $0.39 $1.71 $1.00 
Adjusted (non-GAAP) diluted net income per potential common share$0.75 $0.61 $2.72 $1.90 

1 Weighted average dilutive potential common shares outstanding used in calculating Adjusted (non-GAAP) diluted net income per potential common share includes the following number of shares underlying certain stock option and stock unit awards: (i) 0.5 million and 0.4 million for the fourth quarter and year ended fiscal 2023, respectively; and (ii) 0.6 million and 1.0 million for the fourth quarter and year ended fiscal 2022, respectively.
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APPENDIX B - Calculation of EBITDA and Adjusted EBITDA (unaudited)
(in thousands) (unaudited)
Quarter EndedYear Ended
October 28,October 29,October 28,October 29,
2023202220232022
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)
Net income (GAAP)$91,199 $57,645 $254,827 $152,902 
Add: Interest expense24,207 13,775 88,026 47,050 
Less: Interest and other income, net11,297 1,887 62,008 6,747 
Add: Loss on extinguishment and modification of debt7,874 — 7,874 — 
Add: Provision (benefit) for income taxes(20,681)7,735 68,826 29,603 
Add: Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements23,351 27,642 92,564 95,922 
Add: Amortization of intangible assets13,342 7,759 49,616 44,281 
EBITDA$127,995 $112,669 $499,725 $363,011 
Add: Share-based compensation cost 34,894 27,174 130,042 104,994 
Add: Significant asset impairments and restructuring costs7,209 13,621 23,834 33,824 
Add: Acquisition and integration costs— — 3,474 598 
Add: Legal settlement8,750 — 8,750 — 
Adjusted EBITDA$178,848 $153,464 $665,825 $502,427 
* * *
The adjusted (non-GAAP) measures above and their reconciliation to Ciena's GAAP results for the periods presented reflect adjustments relating to the following items:
Share-based compensation - a non-cash expense incurred in accordance with share-based compensation accounting guidance.
Significant asset impairments and restructuring costs - costs incurred as a result of restructuring activities taken to align resources with perceived market opportunities, and the redesign of business processes including restructuring certain real estate facilities.
Amortization of intangible assets - a non-cash expense arising from the acquisition of intangible assets, principally developed technologies and customer-related intangibles, that Ciena is required to amortize over an expected useful life.
Acquisition and integration costs - primarily consist of financial, legal and accounting advisors' costs and employment-related costs related to Ciena's acquisitions in fiscal 2022 and fiscal 2023.
Loss on extinguishment and modification of debt - reflects extinguishment and debt modification expenses related to refinancing our then existing term loans which occurred during the fourth quarter of fiscal 2023.
Gain on cost method equity investments, net - reflects changes in the carrying value of certain cost method equity investments due to triggering events.
Legal settlements - costs incurred as a result of the settlement of certain patent infringement claims and the resolution of related legal proceedings during the fourth quarter of fiscal 2023.
Non-GAAP tax provision - consists of current and deferred income tax expense commensurate with the level of adjusted income before income taxes and utilizes a current, blended U.S. and foreign statutory annual tax rate of 22.0% for the fiscal fourth quarter and fiscal year 2023 and 20.2% for the fiscal fourth quarter and fiscal year 2022. This rate may be subject to change in the future, including as a result of changes in tax policy or tax strategy.
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