Ciena Reports Fiscal Third Quarter 2026 Financial Results

Ciena® Corporation (NYSE: CIEN) today announced financial results for its fiscal third quarter ended August 1, 2026.

“Today’s outstanding financial performance demonstrates Ciena’s leadership in providing industry-leading, high-speed connectivity solutions as AI continues to drive compounding waves of network investment,” said Gary Smith, president and CEO, Ciena. “As the only pure-play optical systems and interconnects provider, Ciena’s unmatched combination of incumbency, technology innovation, and deep expertise gives us a powerful competitive edge.”

“Our record fiscal third quarter results reflect Ciena’s ability to deliver increasingly profitable growth while positioning for future opportunities,” said Marc Graff, Ciena’s Chief Financial Officer. “Our expanding supply capacity, strengthening business fundamentals, and increasing operating leverage set the stage to continue to accelerate earnings and deliver long-term value for customers and shareholders.”

Performance Summary for Fiscal Third Quarter Ended August 1, 2026

Revenue:

  • $1.67 billion in the fiscal third quarter 2026, compared to $1.22 billion in the fiscal third quarter 2025

Net Income per diluted share:

  • $1.83 GAAP and $2.11 adjusted (non-GAAP) for the fiscal third quarter 2026, compared to $0.35 and $0.67 for fiscal third quarter 2025, respectively

The tables below (in millions, except percentage data) provide comparisons of certain quarterly results. Appendices A and B set forth reconciliations between the GAAP and adjusted (non-GAAP) measures contained in this release.

 

 

GAAP Results (unaudited)

 

Non-GAAP Results (unaudited)

 

 

Quarter Ended

 

Period

 

Quarter Ended

 

Period

 

 

August 1,

 

August 2,

 

Change

 

August 1,

 

August 2,

 

Change

 

 

 

2026

 

 

 

2025

 

 

Y-T-Y*

 

 

2026

 

 

 

2025

 

 

Y-T-Y*

Revenue

 

$

1,671.1

 

 

$

1,219.4

 

 

37.0

%

 

$

1,671.1

 

 

$

1,219.4

 

 

37.0

%

Gross margin

 

 

45.4

%

 

 

41.3

%

 

4.1

%

 

 

46.4

%

 

 

41.9

%

 

4.5

%

Operating expense

 

$

458.1

 

 

$

429.5

 

 

6.6

%

 

$

400.0

 

 

$

380.2

 

 

5.2

%

Operating margin

 

 

18.0

%

 

 

6.1

%

 

11.9

%

 

 

22.5

%

 

 

10.7

%

 

11.8

%

EBITDA

 

$

349.9

 

 

$

109.2

 

 

220.4

%

 

$

411.1

 

 

$

158.0

 

 

160.2

%

 

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

Business Outlook

Ciena expects fiscal fourth quarter 2026 to include:

  • Revenue of $1.75B billion plus or minus $50 million

  • Adjusted (non-GAAP) gross margin in the range of 45% plus or minus 50 bps

  • Adjusted (non-GAAP) operating expense in the range of $415 million plus or minus $10 million

  • Adjusted (non-GAAP) operating margin in the range of 20% plus or minus 50 bps

Statements relating to business outlook are forward-looking in nature and actual results may differ materially. These statements should be read in the context of the “Key assumptions underlying our outlook” in our accompanying Earnings Presentation and each of the “Forward-Looking Statements” and “Reconciliation of Adjusted (Non- GAAP) Measurements” found in the Notes to Investors below.

Financial Highlights for the Fiscal Third Quarter 2026

  • Two customers represented 10%-plus of revenue for a total of 41.7% of revenue.

  • Average days’ sales outstanding (DSOs) were 76.

  • Inventory turns were 3.5.

  • Repurchased approximately 0.4 million shares of common stock for an aggregate price of $171.7 million under the $1 billion share repurchase program.

Financial Performance by Segment

 

 

Revenue by Segment (unaudited)

 

 

Quarter Ended

 

 

August 1, 2026

 

August 2, 2025

 

 

Revenue

 

%**

 

Revenue

 

%**

Networking Platforms

 

 

 

 

 

 

 

 

Optical Networking

 

$

1,191.3

 

71.3

 

$

815.5

 

66.9

Routing and Switching

 

 

164.4

 

9.8

 

 

125.9

 

10.3

Total Networking Platforms

 

 

1,355.7

 

81.1

 

 

941.4

 

77.2

 

 

 

 

 

 

 

 

 

Platform Software and Services

 

 

98.6

 

5.9

 

 

90.0

 

7.4

 

 

 

 

 

 

 

 

 

Blue Planet Automation Software and Services

 

 

23.2

 

1.4

 

 

27.8

 

2.3

 

 

 

 

 

 

 

 

 

Global Services

 

 

 

 

 

 

 

 

Maintenance, Support, and Learning

 

 

89.8

 

5.4

 

 

80.7

 

6.6

Implementation

 

 

87.9

 

5.3

 

 

65.9

 

5.4

Advisory and Enablement

 

 

15.9

 

0.9

 

 

13.6

 

1.1

Total Global Services

 

 

193.6

 

11.6

 

 

160.2

 

13.1

 

 

 

 

 

 

 

 

 

Total

 

$

1,671.1

 

100.0

 

$

1,219.4

 

100.0

 

** Denotes % of total revenue

Supplemental Materials and Live Web Broadcast of Unaudited Fiscal Third Quarter 2026 Results

Today, Thursday, September 3, 2026, 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 third quarter 2026 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 the “Business Outlook” section of this press release and “Today’s outstanding financial performance demonstrates Ciena’s leadership in providing industry-leading, high-speed connectivity solutions as AI continues to drive compounding waves of network investment. As the only pure-play optical systems and interconnects provider, Ciena’s unmatched combination of incumbency, technology innovation, and deep expertise gives us a powerful competitive edge. Our record fiscal third quarter results reflect Ciena’s ability to deliver increasingly profitable growth while positioning for future opportunities. Our expanding supply capacity, strengthening business fundamentals, and increasing operating leverage set the stage to continue to accelerate earnings and deliver long-term value for customers and shareholders.”

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 business and that of our customers, including their spending; the development and use of artificial intelligence and its impact on overall networking technology spending; our ability to execute our business and growth strategies; supply chain constraints or disruptions including increased costs and lead times; the introduction of new technologies by us or our competitors; the timing and size of customer orders, their delivery dates and our ability to fulfill and 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, and public health emergencies, epidemics, or pandemics; 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 its Annual Report on Form 10-K filed with the SEC on December 12, 2025 and included in its Quarterly Report on Form 10-Q for the third quarter of fiscal 2026 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.

With respect to Ciena’s expectations under “Business Outlook” above, Ciena is not able to provide a quantitative reconciliation of the adjusted (non-GAAP) gross margin, adjusted (non-GAAP) operating expense, and adjusted (non-GAAP) operating margin guidance measures to the corresponding gross margin, operating expense, and operating margin GAAP measures without unreasonable efforts. Ciena cannot provide meaningful estimates of the non-recurring charges and credits excluded from these non-GAAP measures due to the forward-looking nature of these estimates and their inherent variability and uncertainty. For the same reasons, Ciena is unable to address the probable significance of the unavailable information.

About Ciena. Ciena is the global leader in high-speed connectivity. We build the world’s most advanced networks to support exponential growth in bandwidth demand. By harnessing the power of our networking systems, interconnects, automation software, and services, Ciena revolutionizes data transmission and network management. With unparalleled expertise and innovation, we empower our customers, partners, and communities to thrive in the AI era. 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

 

Nine Months Ended

 

August 1,

 

August 2,

 

August 1,

 

August 2,

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

Revenue:

 

 

 

 

 

 

 

Products

$

1,390,274

 

 

$

976,801

 

 

$

3,881,632

 

 

$

2,730,167

 

Services

 

280,855

 

 

 

242,584

 

 

 

787,278

 

 

 

687,356

 

Total revenue

 

1,671,129

 

 

 

1,219,385

 

 

 

4,668,910

 

 

 

3,417,523

 

Cost of goods sold:

 

 

 

 

 

 

 

Products

 

768,661

 

 

 

580,028

 

 

 

2,171,342

 

 

 

1,620,816

 

Services

 

143,203

 

 

 

136,278

 

 

 

421,229

 

 

 

368,969

 

Total cost of goods sold

 

911,864

 

 

 

716,306

 

 

 

2,592,571

 

 

 

1,989,785

 

Gross profit

 

759,265

 

 

 

503,079

 

 

 

2,076,339

 

 

 

1,427,738

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

236,673

 

 

 

211,898

 

 

 

696,036

 

 

 

619,429

 

Selling and marketing

 

153,969

 

 

 

148,724

 

 

 

452,875

 

 

 

424,911

 

General and administrative

 

62,844

 

 

 

60,596

 

 

 

183,308

 

 

 

171,450

 

Significant asset impairments and restructuring costs

 

887

 

 

 

1,770

 

 

 

3,190

 

 

 

5,262

 

Amortization of intangible assets

 

3,713

 

 

 

6,556

 

 

 

12,162

 

 

 

19,646

 

Acquisition and integration costs

 

 

 

 

 

 

 

306

 

 

 

 

Total operating expenses

 

458,086

 

 

 

429,544

 

 

 

1,347,877

 

 

 

1,240,698

 

Income from operations

 

301,179

 

 

 

73,535

 

 

 

728,462

 

 

 

187,040

 

Interest and other income, net

 

22,388

 

 

 

15,090

 

 

 

49,456

 

 

 

34,539

 

Interest expense

 

(5,803

)

 

 

(22,806

)

 

 

(47,979

)

 

 

(67,421

)

Loss on extinguishment and modification of debt

 

(7,143

)

 

 

 

 

 

(7,143

)

 

 

(729

)

Income before income taxes

 

310,621

 

 

 

65,819

 

 

 

722,796

 

 

 

153,429

 

Provision for income taxes

 

44,203

 

 

 

15,511

 

 

 

87,875

 

 

 

49,580

 

Net income

$

266,418

 

 

$

50,308

 

 

$

634,921

 

 

$

103,849

 

 

 

 

 

 

 

 

 

Net Income per Common Share

 

 

 

 

 

 

 

Basic net income per common share

$

1.88

 

 

$

0.35

 

 

$

4.46

 

 

$

0.73

 

Diluted net income per potential common share

$

1.83

 

 

$

0.35

 

 

$

4.34

 

 

$

0.72

 

 

 

 

 

 

 

 

 

Weighted average basic common shares outstanding

 

142,061

 

 

 

141,846

 

 

 

142,229

 

 

 

142,437

 

Weighted average dilutive potential common shares outstanding1

 

145,967

 

 

 

144,499

 

 

 

146,227

 

 

 

145,158

 

 

1 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) 3.9 million and 4.0 million for the third quarter and first nine months ended fiscal 2026, respectively; and (ii) 2.7 million for both the third quarter and first nine months ended fiscal 2025.

CIENA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

 

 

August 1,

 

November 1,

 

 

2026

 

 

 

2025

 

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

2,445,708

 

 

$

1,091,952

 

Short-term investments

 

184,293

 

 

 

216,148

 

Accounts receivable, net

 

1,233,610

 

 

 

975,856

 

Inventories, net

 

871,987

 

 

 

826,235

 

Prepaid expenses and other

 

527,014

 

 

 

455,316

 

Total current assets

 

5,262,612

 

 

 

3,565,507

 

Long-term investments

 

213,553

 

 

 

57,142

 

Equipment, building, furniture and fixtures, net

 

491,656

 

 

 

386,779

 

Operating lease right-of-use assets

 

45,667

 

 

 

38,613

 

Goodwill

 

513,340

 

 

 

521,204

 

Other intangible assets, net

 

188,824

 

 

 

224,210

 

Deferred tax asset, net

 

1,092,726

 

 

 

884,889

 

Other long-term assets

 

188,862

 

 

 

186,323

 

Total assets

$

7,997,240

 

 

$

5,864,667

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

654,070

 

 

$

542,841

 

Accrued liabilities and other short-term obligations

 

508,149

 

 

 

531,081

 

Deferred revenue

 

211,453

 

 

 

208,936

 

Operating lease liabilities

 

12,261

 

 

 

13,956

 

Current portion of long-term debt

 

 

 

 

11,580

 

Total current liabilities

 

1,385,933

 

 

 

1,308,394

 

Long-term deferred revenue

 

99,828

 

 

 

94,850

 

Other long-term obligations

 

186,265

 

 

 

175,426

 

Long-term operating lease liabilities

 

38,633

 

 

 

32,516

 

Long-term debt, net

 

3,229,843

 

 

 

1,524,158

 

Total liabilities

 

4,940,502

 

 

 

3,135,344

 

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; 141,897,511 and 141,016,300 shares issued and outstanding

 

1,419

 

 

 

1,410

 

Additional paid-in capital

 

5,655,535

 

 

 

5,953,057

 

Accumulated other comprehensive loss

 

(65,028

)

 

 

(55,035

)

Accumulated deficit

 

(2,535,188

)

 

 

(3,170,109

)

Total stockholders’ equity

 

3,056,738

 

 

 

2,729,323

 

Total liabilities and stockholders’ equity

$

7,997,240

 

 

$

5,864,667

 

CIENA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

Nine Months Ended

 

August 1,

 

August 2,

 

 

2026

 

 

 

2025

 

Cash flows provided by operating activities:

 

 

 

Net income

$

634,921

 

 

$

103,849

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

Loss on extinguishment of debt

 

7,143

 

 

 

159

 

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

 

102,347

 

 

 

76,637

 

Share-based compensation expense

 

163,178

 

 

 

135,696

 

Amortization of intangible assets

 

35,386

 

 

 

26,343

 

Deferred taxes

 

49,266

 

 

 

(21,709

)

Provision for inventory excess and obsolescence

 

72,428

 

 

 

34,185

 

Provision for warranty

 

30,050

 

 

 

16,302

 

Other

 

(724

)

 

 

(1,997

)

Changes in assets and liabilities:

 

 

 

Accounts receivable

 

(251,531

)

 

 

(116,887

)

Inventories

 

(118,334

)

 

 

(73,493

)

Prepaid expenses and other

 

(111,567

)

 

 

137,440

 

Operating lease right-of-use assets

 

7,956

 

 

 

8,759

 

Accounts payable, accruals and other obligations

 

66,956

 

 

 

83,354

 

Deferred revenue

 

6,764

 

 

 

38,246

 

Short and long-term operating lease liabilities

 

(10,633

)

 

 

(11,868

)

Net cash provided by operating activities

 

683,606

 

 

 

435,016

 

Cash flows used in investing activities:

 

 

 

Payments for equipment, furniture, and fixtures

 

(194,893

)

 

 

(95,373

)

Purchases of investments

 

(325,629

)

 

 

(191,335

)

Proceeds from sales and maturities of investments

 

203,097

 

 

 

261,611

 

Settlement of foreign currency forward contracts, net

 

2,259

 

 

 

(2,635

)

Net cash used in investing activities

 

(315,166

)

 

 

(27,732

)

Cash flows provided by (used in) financing activities:

 

 

 

Proceeds for modification of debt, net

 

 

 

 

19,175

 

Cash paid for extinguishment of debt

 

(1,140,930

)

 

 

(19,175

)

Payment of long term debt

 

(5,790

)

 

 

(8,685

)

Payment for convertible bond hedge

 

(988,425

)

 

 

 

Proceeds from sale of warrants

 

873,425

 

 

 

 

Proceeds from issuance of convertible notes

 

2,875,000

 

 

 

 

Payment of debt issuance costs

 

(43,622

)

 

 

(12

)

Payment of finance lease obligations

 

(3,572

)

 

 

(3,244

)

Shares repurchased for tax withholdings on vesting of stock unit awards

 

(278,338

)

 

 

(60,043

)

Repurchases of common stock – repurchase program, net

 

(337,914

)

 

 

(250,035

)

Proceeds from issuance of common stock

 

38,025

 

 

 

35,874

 

Net cash provided by (used in) financing activities

 

987,859

 

 

 

(286,145

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

(2,554

)

 

 

60

 

Net increase in cash, cash equivalents and restricted cash

 

1,353,745

 

 

 

121,199

 

Cash, cash equivalents and restricted cash at beginning of period

 

1,092,197

 

 

 

935,026

 

Cash, cash equivalents and restricted cash at end of period

$

2,445,942

 

 

$

1,056,225

 

Supplemental disclosure of cash flow information

 

 

 

Cash paid during the period for interest, net

$

58,712

 

 

$

68,243

 

Cash paid during the period for income taxes, net

$

84,583

 

 

$

84,898

 

Operating lease payments

$

12,383

 

 

$

13,246

 

Non-cash investing and financing activities

 

 

 

Purchase of equipment in accounts payable

$

24,987

 

 

$

14,819

 

Repurchase of common stock in accrued liabilities from repurchase program, net

$

 

 

$

2,231

 

Operating right-of-use assets subject to lease liability

$

16,144

 

 

$

21,850

 

APPENDIX A – Reconciliation of Adjusted (Non- GAAP) Measurements

(in thousands, except per share data) (unaudited)

 

 

 

 

 

 

 

Quarter Ended

 

 

August 1,

 

August 2,

 

 

 

2026

 

 

 

2025

 

Gross Profit Reconciliation (GAAP/non-GAAP)

 

 

 

 

GAAP gross profit

 

$

759,265

 

 

$

503,079

 

Share-based compensation-products

 

 

2,175

 

 

 

2,027

 

Share-based compensation-services

 

 

4,666

 

 

 

3,942

 

Amortization of intangible assets

 

 

9,652

 

 

 

2,232

 

Total adjustments related to gross profit

 

 

16,493

 

 

 

8,201

 

Adjusted (non-GAAP) gross profit

 

$

775,758

 

 

$

511,280

 

Adjusted (non-GAAP) gross profit percentage

 

 

46.4

%

 

 

41.9

%

 

 

 

 

 

Operating Expense Reconciliation (GAAP/non-GAAP)

 

 

 

 

GAAP operating expense

 

$

458,086

 

 

$

429,544

 

Share-based compensation-research and development

 

 

20,173

 

 

 

16,749

 

Share-based compensation-sales and marketing

 

 

16,623

 

 

 

13,277

 

Share-based compensation-general and administrative

 

 

14,241

 

 

 

11,008

 

Significant asset impairments and restructuring costs

 

 

887

 

 

 

1,770

 

Amortization of intangible assets

 

 

3,713

 

 

 

6,556

 

Holdback arrangement

 

 

2,419

 

 

 

 

Total adjustments related to operating expense

 

 

58,056

 

 

 

49,360

 

Adjusted (non-GAAP) operating expense

 

$

400,030

 

 

$

380,184

 

 

 

 

 

 

Income from Operations Reconciliation (GAAP/non-GAAP)

 

 

 

 

GAAP income from operations

 

$

301,179

 

 

$

73,535

 

Total adjustments related to gross profit

 

 

16,493

 

 

 

8,201

 

Total adjustments related to operating expense

 

 

58,056

 

 

 

49,360

 

Total adjustments related to income from operations

 

 

74,549

 

 

 

57,561

 

Adjusted (non-GAAP) income from operations

 

$

375,728

 

 

$

131,096

 

Adjusted (non-GAAP) operating margin percentage

 

 

22.5

%

 

 

10.7

%

 

 

 

 

 

Net Income Reconciliation (GAAP/non-GAAP)

 

 

 

 

GAAP net income

 

$

266,418

 

 

$

50,308

 

Exclude GAAP provision for income taxes

 

 

44,203

 

 

 

15,511

 

Income before income taxes

 

 

310,621

 

 

 

65,819

 

Total adjustments related to income from operations

 

 

74,549

 

 

 

57,561

 

Loss on extinguishment of debt

 

 

7,143

 

 

 

 

Gain on early termination of interest rate swaps

 

 

(7,720

)

 

 

 

Adjusted income before income taxes

 

 

384,593

 

 

 

123,380

 

Non-GAAP tax provision on adjusted income before income taxes

 

 

76,919

 

 

 

27,144

 

Adjusted (non-GAAP) net income

 

$

307,674

 

 

$

96,236

 

 

 

 

 

 

Weighted average basic common shares outstanding

 

 

142,061

 

 

 

141,846

 

Weighted average dilutive potential common shares outstanding 1

 

 

145,967

 

 

 

144,499

 

 

 

 

 

 

Net Income per Common Share

 

 

 

 

GAAP diluted net income per potential common share

 

$

1.83

 

 

$

0.35

 

Adjusted (non-GAAP) diluted net income per potential common share

 

$

2.11

 

 

$

0.67

 

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) 3.9 million for the third quarter ended fiscal 2026; and (ii) 2.7 million for the third quarter ended fiscal 2025.

APPENDIX B – Calculation of EBITDA and Adjusted EBITDA

(in thousands) (unaudited)

 

 

 

 

 

 

 

Quarter Ended

 

 

August 1,

 

August 2,

 

 

2026

 

2025

Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)

 

 

 

 

Net income (GAAP)

 

$

266,418

 

$

50,308

Add: Interest expense

 

 

5,803

 

 

22,806

Less: Interest and other income, net

 

 

22,388

 

 

15,090

Add: Loss on extinguishment of debt

 

 

7,143

 

 

Add: Provision for income taxes

 

 

44,203

 

 

15,511

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

 

 

35,326

 

 

26,866

Add: Amortization of intangible assets

 

 

13,365

 

 

8,788

EBITDA

 

$

349,870

 

$

109,189

Add: Share-based compensation expense

 

 

57,878

 

 

47,003

Add: Significant asset impairments and restructuring costs

 

 

887

 

 

1,770

Add: Holdback arrangement

 

 

2,419

 

 

Adjusted EBITDA

 

$

411,054

 

$

157,962

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 – non-recurring costs primarily reflecting expenses associated with actions Ciena has taken to restructure our business, including reductions in force, facility optimization, and the redesign of business processes.

  • 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.

  • Holdback arrangement – reflects a one-time holdback of a portion of the merger consideration otherwise payable at closing to certain key employee shareholders of Nubis Communications, Inc. who became employees of Ciena, which is treated as contingent compensation for GAAP reporting purposes. These transaction-related amounts are not part of Ciena’s standard compensation and benefits.

  • Loss on extinguishment of debt – reflects extinguishment expenses related to repayment of Ciena’s term loan in connection with Ciena’s convertible notes offering during the third quarter of fiscal 2026.

  • Gain on early termination of swaps – reflects the market value at settlement of Ciena’s interest rate swaps designated as cash flow hedges which were terminated in parallel with the repayment of our refinanced 2030 term loan during the third quarter of fiscal 2026.

  • 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 20% for the third quarter of fiscal 2026 and 22% for the third quarter of fiscal 2025. 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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