Ciena Reports Fiscal Fourth Quarter 2024 Financial Results

HANOVER, Md.--(BUSINESS WIRE)--Ciena^® Corporation (NYSE: CIEN), a networking systems, services and software company, today announced unaudited financial results for its fiscal fourth quarter ended November 2, 2024.

• Q4 Revenue: $1.12 billion

• Q4 Net Income per Share: $0.25 GAAP; $0.54 adjusted (non-GAAP)

• Share Repurchases: Repurchased approximately 2.1 million shares of common stock for an aggregate price of $132.0 million during the quarter

"Our Q4 revenue and strong order flow reflect our significant and increasing technology leadership and positive industry dynamics," said Gary Smith, president and CEO, Ciena. "As Cloud and AI drive bandwidth demand across the network, we are positioned for accelerated revenue growth and market share expansion moving forward."

For fiscal fourth quarter 2024, Ciena reported revenue of $1.12 billion as compared to $1.13 billion for the fiscal fourth quarter 2023. For fiscal year 2024, Ciena reported revenue of $4.01 billion, as compared to $4.39 billion for fiscal year 2023.

Ciena's GAAP net income for the fiscal fourth quarter 2024 was $37.0 million, or $0.25 per diluted common share, which compares to a GAAP net income of $91.2 million, or $0.62 per diluted common share, for the fiscal fourth quarter 2023. For fiscal year 2024, Ciena's GAAP net income was $84.0 million, or $0.58 per diluted common share, as compared to GAAP net income of $254.8 million, or $1.71 per diluted common share, for fiscal year 2023.

Ciena's adjusted (non-GAAP) net income for the fiscal fourth quarter 2024 was $79.3 million, or $0.54 per diluted common share, which compares to an adjusted (non-GAAP) net income of $111.2 million, or $0.75 per diluted common share, for the fiscal fourth quarter 2023. For fiscal year 2024, Ciena's adjusted (non-GAAP) net income was $266.3 million, or $1.82 per diluted common share, as compared to adjusted (non-GAAP) net income of $406.3 million, or $2.72 per diluted common share, for fiscal year 2023.

Performance Summary For Fiscal Fourth Quarter and Year Ended November 2, 2024

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 Ended						Period		Year Ended						Period
	November 2,			October 28,			Change		November 2,			October 28,			Change
		2024			2023		Y-T-Y*			2024			2023		Y-T-Y*
Revenue	$	1,124.1		$	1,129.5		(0.5	)%	$	4,014.9		$	4,386.5		(8.5	)%
Gross margin		40.9	%		43.1	%	(2.2	)%		42.8	%		42.8	%	—	%
Operating expense	$	400.8		$	395.0		1.5	%	$	1,553.0		$	1,521.3		2.1	%
Operating margin		5.3	%		8.1	%	(2.8	)%		4.1	%		8.2	%	(4.1	)%

	Non-GAAP Results (unaudited)
	Quarter Ended						Period		Year Ended						Period
	November 2,			October 28,			Change		November 2,			October 28,			Change
		2024			2023		Y-T-Y*			2024			2023		Y-T-Y*
Revenue	$	1,124.1		$	1,129.5		(0.5	)%	$	4,014.9		$	4,386.5		(8.5	)%
Adj. gross margin		41.6	%		43.7	%	(2.1	)%		43.6	%		43.5	%	0.1	%
Adj. operating expense	$	354.9		$	337.6		5.1	%	$	1,361.7		$	1,332.8		2.2	%
Adj. operating margin		10.0	%		13.8	%	(3.8	)%		9.7	%		13.1	%	(3.4	)%
Adj. EBITDA	$	136.7		$	178.8		(23.5	)%	$	481.0		$	665.8		(27.8	)%

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

	Revenue by Segment (unaudited)
	Quarter Ended
	November 2, 2024			October 28, 2023
	Revenue		%**	Revenue		%**
Networking Platforms
Optical Networking	$	779.6	69.4	$	748.0	66.2
Routing and Switching		79.4	7.0		128.9	11.4
Total Networking Platforms		859.0	76.4		876.9	77.6
Platform Software and Services		99.6	8.9		82.1	7.3
Blue Planet Automation Software and Services		23.5	2.1		20.0	1.8
Global Services
Maintenance Support and Training		77.2	6.9		74.4	6.6
Installation and Deployment		51.4	4.5		60.1	5.3
Consulting and Network Design		13.4	1.2		16.0	1.4
Total Global Services		142.0	12.6		150.5	13.3
Total	$	1,124.1	100.0	$	1,129.5	100.0

	Revenue by Segment (unaudited)
	Year Ended
	November 2, 2024			October 28, 2023
	Revenue		%**	Revenue		%**
Networking Platforms
Optical Networking	$	2,642.6	65.8	$	2,987.3	68.1
Routing and Switching		399.5	10.0		506.2	11.5
Total Networking Platforms		3,042.1	75.8		3,493.5	79.6
Platform Software and Services		358.0	8.9		303.9	6.9
Blue Planet Automation Software and Services		77.6	2.0		69.1	1.6
Global Services
Maintenance Support and Training		303.1	7.5		288.3	6.6
Installation and Deployment		184.3	4.6		181.0	4.1
Consulting and Network Design		49.8	1.2		50.7	1.2
Total Global Services		537.2	13.3		520.0	11.9
Total	$	4,014.9	100.0	$	4,386.5	100.0

** Denotes % of total revenue

Additional Performance Metrics for Fiscal Fourth Quarter and Year Ended November 2, 2024

	Revenue by Geographic Region (unaudited)
	Quarter Ended
	November 2, 2024			October 28, 2023
	Revenue		% **	Revenue		% **
Americas	$	852.2	75.8	$	801.4	71.0
Europe, Middle East and Africa		150.7	13.4		164.1	14.5
Asia Pacific		121.2	10.8		164.0	14.5
Total	$	1,124.1	100.0	$	1,129.5	100.0

	Revenue by Geographic Region (unaudited)
	Year Ended
	November 2, 2024			October 28, 2023
	Revenue		% **	Revenue		% **
Americas	$	2,951.9	73.5	$	3,110.3	70.9
Europe, Middle East and Africa		648.9	16.2		643.1	14.7
Asia Pacific		414.1	10.3		633.1	14.4
Total	$	4,014.9	100.0	$	4,386.5	100.0

** Denotes % of total revenue

• Two customers represented 10%-plus of revenue for the fiscal fourth quarter 2024 and the fiscal year 2024, combining for a total of 31.2% and 25.1% of revenue, respectively.
• Cash and investments at the end of fiscal year 2024 totaled $1.33 billion
• Cash flow from operations totaled $349.3 million and $514.5 million for the fiscal fourth quarter and the fiscal year 2024, respectively
• Average days' sales outstanding (DSOs) were 89 and 96 for the fiscal fourth quarter and the fiscal year 2024, respectively
• Accounts receivable, net balance was $908.6 million
• Unbilled contract assets, net balance was $127.9 million
• Inventories totaled $820.4 million, including:
  • Raw materials: $542.8 million
  • Work in process: $32.2 million
  • Finished goods: $324.7 million
  • Deferred cost of sales: $27.9 million
  • Reserve for excess and obsolescence: $(107.2) million
• Product inventory turns were 2.7 and 2.3 for the fiscal fourth quarter and the fiscal year 2024, respectively
• Headcount totaled 8,657 at the end of fiscal year 2024

Supplemental Materials and Live Web Broadcast of Unaudited Fiscal Fourth Quarter 2024 Results

Today, Thursday, December 12, 2024, 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 2024 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: "Our Q4 revenue and strong order flow reflect our significant and increasing technology leadership and positive industry dynamics. As Cloud and AI drive bandwidth demand across the network, we are positioned for accelerated revenue growth and market share expansion moving forward."

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 4, 2024 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 LinkedIn, X, the Ciena Insights blog, or visit www.ciena.com.

CIENA CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited)
	Quarter Ended						Twelve Months Ended
	November 2,			October 28,			November 2,			October 28,
		2024			2023			2024			2023
Revenue:
Products	$	892,425		$	902,797		$	3,159,021		$	3,581,039
Services		231,687			226,690			855,934			805,510
Total revenue		1,124,112			1,129,487			4,014,955			4,386,549
Cost of goods sold:
Products		545,580			529,320			1,861,317			2,088,440
Services		118,510			113,886			434,048			419,258
Total cost of goods sold		664,090			643,206			2,295,365			2,507,698
Gross profit		460,022			486,281			1,719,590			1,878,851
Operating expenses:
Research and development		195,960			189,444			767,497			750,559
Selling and marketing		136,919			123,648			510,668			490,804
General and administrative		58,143			64,100			220,647			215,284
Significant asset impairments and restructuring costs		2,605			7,209			24,592			23,834
Amortization of intangible assets		7,185			10,578			29,569			37,351
Acquisition and integration costs		—			—			—			3,474
Total operating expenses		400,812			394,979			1,552,973			1,521,306
Income from operations		59,210			91,302			166,617			357,545
Interest and other income, net		13,801			11,297			50,261			62,008
Interest expense		(24,990	)		(24,207	)		(97,028	)		(88,026	)
Loss on extinguishment and modification of debt		—			(7,874	)		—			(7,874	)
Income before income taxes		48,021			70,518			119,850			323,653
Provision (benefit) for income taxes^1		10,993			(20,681	)		35,894			68,826
Net income	$	37,028		$	91,199		$	83,956		$	254,827
Net Income per Common Share
Basic net income per common share	$	0.26		$	0.62		$	0.58		$	1.71
Diluted net income per potential common share	$	0.25		$	0.62		$	0.58		$	1.71
Weighted average basic common shares outstanding		144,240			147,437			144,715			148,971
Weighted average dilutive potential common shares outstanding^2		146,487			147,891			145,964			149,380

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) 2.2 million and 1.2 million for the fourth quarter and year ended fiscal 2024, respectively, and (ii) 0.5 million and 0.4 million for the fourth quarter and year ended fiscal 2023, respectively.

CIENA CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) (unaudited)
	November 2, 2024			October 28, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	934,863		$	1,010,618
Short-term investments		316,343			104,753
Accounts receivable, net		908,597			1,003,876
Inventories, net		820,430			1,050,838
Prepaid expenses and other		564,183			405,694
Total current assets		3,544,416			3,575,779
Long-term investments		80,920			134,278
Equipment, building, furniture and fixtures, net		337,722			280,147
Operating lease right-of-use assets		27,417			35,140
Goodwill		444,707			444,765
Other intangible assets, net		165,020			205,627
Deferred tax asset, net		886,441			809,306
Other long-term assets		154,694			116,453
Total assets	$	5,641,337		$	5,601,495
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	423,401		$	317,828
Accrued liabilities and other short-term obligations		393,905			431,419
Deferred revenue		156,379			154,419
Operating lease liabilities		14,455			16,655
Current portion of long-term debt		11,700			11,700
Total current liabilities		999,840			932,021
Long-term deferred revenue		81,240			74,041
Other long-term obligations		185,938			170,407
Long-term operating lease liabilities		25,107			33,259
Long-term debt, net		1,533,074			1,543,406
Total liabilities		2,825,199			2,753,134
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; 142,656,116 and 144,829,938 shares issued and outstanding		1,427			1,448
Additional paid-in capital		6,154,869			6,262,083
Accumulated other comprehensive loss		(46,711	)		(37,767	)
Accumulated deficit		(3,293,447	)		(3,377,403	)
Total stockholders’ equity		2,816,138			2,848,361
Total liabilities and stockholders’ equity	$	5,641,337		$	5,601,495

CIENA CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
	Year Ended
	November 2,			October 28,
		2024			2023
Cash flows provided by operating activities:
Net income	$	83,956		$	254,827
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on extinguishment of debt		—			1,864
Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements		92,846			92,564
Share-based compensation expense		156,404			130,455
Amortization of intangible assets		40,624			49,616
Deferred taxes		(76,810	)		(14,852	)
Provision for inventory excess and obsolescence		77,341			29,464
Provision for warranty		25,643			31,742
Gain on equity investments, net		—			(26,368	)
Other		11,768			15,771
Changes in assets and liabilities:
Accounts receivable		80,313			(94,565	)
Inventories		153,021			(132,497	)
Prepaid expenses and other		(198,910	)		(51,965	)
Operating lease right-of-use assets		11,837			14,190
Accounts payable, accruals and other obligations		64,255			(138,469	)
Deferred revenue		9,884			27,412
Short and long-term operating lease liabilities		(17,640	)		(20,857	)
Net cash provided by operating activities		514,532			168,332
Cash flows used in investing activities:
Payments for equipment, furniture, fixtures and intellectual property		(136,641	)		(106,197	)
Purchases of investments		(287,536	)		(252,329	)
Proceeds from sales and maturities of investments		140,836			208,104
Settlement of foreign currency forward contracts, net		(1,454	)		(2,984	)
Purchase of equity investments		(21,682	)		—
Acquisition of business, net of cash acquired		—			(230,048	)
Net cash used in investing activities		(306,477	)		(383,454	)
Cash flows provided by (used in) financing activities:
Proceeds from issuance of term loan, net		—			497,500
Payment of long term debt		(11,700	)		(9,430	)
Proceeds for modification of term loan		—			830
Payment of debt issuance costs		(2,554	)		(6,379	)
Payment of finance lease obligations		(4,029	)		(3,791	)
Shares repurchased for tax withholdings on vesting of stock unit awards		(46,567	)		(38,506	)
Repurchases of common stock - repurchase program, net		(254,502	)		(242,201	)
Proceeds from issuance of common stock		34,291			31,357
Net cash provided by (used in) financing activities		(285,061	)		229,380
Effect of exchange rate changes on cash, cash equivalents and restricted cash		1,246			2,150
Net increase (decrease) in cash, cash equivalents and restricted cash		(75,760	)		16,408
Cash, cash equivalents and restricted cash at beginning of period		1,010,786			994,378
Cash, cash equivalents and restricted cash at end of period	$	935,026		$	1,010,786
Supplemental disclosure of cash flow information
Cash paid during the period for interest, net	$	92,515		$	84,465
Cash paid during the period for income taxes, net	$	54,956		$	78,242
Operating lease payments	$	19,452		$	22,782
Non-cash investing and financing activities
Purchase of equipment in accounts payable	$	14,682		$	6,990
Repurchase of common stock in accrued liabilities from repurchase program, net	$	6,172		$	9,310
Operating right-of-use assets subject to lease liability	$	6,912		$	10,236
Gain on equity investments, net	$	—		$	26,368

APPENDIX A - Reconciliation of Adjusted (Non- GAAP) Measurements
(in thousands, except per share data) (unaudited)
	Quarter Ended						Year Ended
	November 2,			October 28,			November 2,			October 28,
		2024			2023			2024			2023
Gross Profit Reconciliation (GAAP/non-GAAP)
GAAP gross profit	$	460,022		$	486,281		$	1,719,590		$	1,878,851
Share-based compensation-products		1,736			1,194			6,474			4,518
Share-based compensation-services		3,257			2,827			12,743			10,470
Amortization of intangible assets		2,764			2,763			11,055			12,264
Total adjustments related to gross profit		7,757			6,784			30,272			27,252
Adjusted (non-GAAP) gross profit	$	467,779		$	493,065		$	1,749,862		$	1,906,103
Adjusted (non-GAAP) gross profit percentage		41.6	%		43.7	%		43.6	%		43.5	%
Operating Expense Reconciliation (GAAP/non-GAAP)
GAAP operating expense	$	400,812		$	394,979		$	1,552,973		$	1,521,306
Share-based compensation-research and development		14,065			11,412			54,129			42,331
Share-based compensation-sales and marketing		11,168			9,187			42,954			35,136
Share-based compensation-general and administrative		10,842			10,274			40,053			37,587
Significant asset impairments and restructuring costs		2,605			7,209			24,592			23,834
Amortization of intangible assets		7,185			10,578			29,569			37,351
Acquisition and integration costs		—			—			—			3,474
Legal settlement		—			8,750			—			8,750
Total adjustments related to operating expense		45,865			57,410			191,297			188,463
Adjusted (non-GAAP) operating expense	$	354,947		$	337,569		$	1,361,676		$	1,332,843
Income from Operations Reconciliation (GAAP/non-GAAP)
GAAP income from operations	$	59,210		$	91,302		$	166,617		$	357,545
Total adjustments related to gross profit		7,757			6,784			30,272			27,252
Total adjustments related to operating expense		45,865			57,410			191,297			188,463
Total adjustments related to income from operations		53,622			64,194			221,569			215,715
Adjusted (non-GAAP) income from operations	$	112,832		$	155,496		$	388,186		$	573,260
Adjusted (non-GAAP) operating margin percentage		10.0	%		13.8	%		9.7	%		13.1	%
Net Income Reconciliation (GAAP/non-GAAP)
GAAP net income	$	37,028		$	91,199		$	83,956		$	254,827
Exclude GAAP provision (benefit) for income taxes		10,993			(20,681	)		35,894			68,826
Income before income taxes		48,021			70,518			119,850			323,653
Total adjustments related to income from operations		53,622			64,194			221,569			215,715
Loss on extinguishment and modification of debt		—			7,874			—			7,874
Loss on equity investment		—			—			—			(26,368	)
Adjusted income before income taxes		101,643			142,586			341,419			520,874
Non-GAAP tax provision on adjusted income before income taxes		22,361			31,369			75,112			114,592
Adjusted (non-GAAP) net income	$	79,282		$	111,217		$	266,307		$	406,282
Weighted average basic common shares outstanding		144,240			147,437			144,715			148,971
Weighted average dilutive potential common shares outstanding ^1		146,487			147,891			145,964			149,380
Net Income per Common Share
GAAP diluted net income per potential common share	$	0.25		$	0.62		$	0.58		$	1.71
Adjusted (non-GAAP) diluted net income per potential common share	$	0.54		$	0.75		$	1.82		$	2.72

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) 2.2 million and 1.2 million for the fourth quarter and year ended fiscal 2024; and (ii) 0.5 million and 0.4 million for the fourth quarter and year ended fiscal 2023.

APPENDIX B - Calculation of EBITDA and Adjusted EBITDA
(in thousands) (unaudited)
	Quarter Ended					Year Ended
	November 2,		October 28,			November 2,		October 28,
		2024		2023			2024		2023
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)
Net income (GAAP)	$	37,028	$	91,199		$	83,956	$	254,827
Add: Interest expense		24,990		24,207			97,028		88,026
Less: Interest and other income, net		13,801		11,297			50,261		62,008
Add: Loss on extinguishment and modification of debt		—		7,874			—		7,874
Add: Provision (benefit) for income taxes		10,993		(20,681	)		35,894		68,826
Add: Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements		23,849		23,351			92,846		92,564
Add: Amortization of intangible assets		9,949		13,342			40,624		49,616
EBITDA	$	93,008	$	127,995		$	300,087	$	499,725
Add: Share-based compensation expense		41,068		34,894			156,353		130,042
Add: Significant asset impairments and restructuring costs		2,605		7,209			24,592		23,834
Add: Acquisition and integration costs		—		—			—		3,474
Add: Legal settlement		—		8,750			—		8,750
Adjusted EBITDA	$	136,681	$	178,848		$	481,032	$	665,825

* * *

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, the redesign of business processes and 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 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.
• Loss on equity investment - reflects changes in the carrying value of a certain equity investment due to triggering events.
• 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 all fiscal periods of fiscal 2024 and fiscal 2023. This rate may be subject to change in the future, including as a result of changes in tax policy or tax strategy.