What changed in this filing

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Item 1. Business

2025-02-27 compared with 2024-02-28 · 64 added, 64 removed, 343 unchanged (27% of the section changed)

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The exponential growth in traffic has largely been driven by the consumption of video and in the next several years, it is expected that new applications leveraging large language model (“LLM”) AI will dramatically increase the amount of network bandwidth usage.

As a result, service providers and enterprises must constantly seek out new technologies to refresh their networks to provide increased flexibility, programmability, scalability, and reliability, to enable these new applications and services with an expedited time to market.

As a result, service providers and enterprises must constantly seek out new technologies to refresh their networks to provide increased flexibility, automation, programmability, scalability, and reliability, to enable these new applications and services with an expedited time to market.

These investments provide a competitive advantage and bring value-added services to increase network efficiency, increase customer satisfaction and produce new revenue streams.

Within this broad industry context, investment in our products and services is driven by several key industry trends and strategic priorities.

Modernization of Communications Service Provider Networks to Reduce Total Cost of Ownership

CSPs of all types operate in a hyper-competitive environment as consumers and businesses have an increasing number of choices for their communication needs.

It is imperative that providers invest to capture new revenue streams, while reducing the cost to operate their networks.

Legacy services such as IP Multiprotocol Label Switching (“MPLS”) circuits, Centrex lines, and TDM phone are increasingly expensive to operate, and providers need to migrate customers to new offerings or risk high margin revenue streams.

All these factors are causing service providers to re-think and evolve, or even over-haul, the way

networks are designed, architected, managed, and optimized to deliver services to their customers with disruptive economics.

They are migrating services to new software platforms that can be deployed in both private and/or public cloud environments (referred to as the “Telco Cloud”) using cloud-native technologies, architectures and operational processes with automation and concepts such as Continuous Integration and Continuous Delivery (“CI/CD”).

Increasingly, network operators are also pursuing open, multi-layer optimized and disaggregated IP and Optical networking solutions, where they have the flexibility to assemble networks based on transport and control subsystems from different vendors with software-defined networking.

Service providers in some global regions, as mandated by governments or voluntarily, are also replacing certain incumbent vendor communications equipment and technology in their networks because of concerns for security.

This presents a significant growth and market share opportunity.

This technology evolution challenge extends beyond service providers to many enterprises as well as Federal, State, and Local governments.

In particular, the U.S.

Federal defense agencies have a significant need to modernize their voice communications infrastructure, replacing legacy on-premises systems with modern cloud-based voice and video solutions.

However, the unique requirements regarding security and survivability are not easily met by off-the-shelf enterprise applications, creating significant opportunities for companies that specialize in this area.

Deployment of 5G Mobile Technology

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The ultimate goal is a step-function improvement in capacity and coverage, as well as to unlock new revenue generating applications for consumers and businesses.

telehealth, Internet of Things, and Industry 4.0, all made possible by the massive bandwidth increases, low latency and highly secure infrastructure that 5G provides.

The increased bandwidth unlocked by the higher capacity radio infrastructure enables new use cases such as Fixed Wireless Access, displacing lower capacity wired internet access solutions, and we believe new mobile applications will emerge, such as Reality/Virtual Reality, cloud gaming, telehealth, Internet of Things, and Industry 4.0, all made possible by the massive bandwidth increases, low latency and highly secure infrastructure that 5G provides.

As deployments increase, the access and aggregation layers of the mobile network also require significant upgrades and investment, driving fiber and IP Networking to the very edges of the network.

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At the foundation, high performance Optical connections and advanced IP networking are needed to keep pace with the advancements in communications.

This hyper-connectivity will be a key enabler and deliver disruptive ultra-low cost-per-bit communications within and between networks and the cloud, while also delivering on the promise of latency sensitive networking demanded by many of the applications.

This hyper-connectivity will be a key enabler and deliver disruptive ultra-low cost-per-bit

communications within and between networks and the cloud, while also delivering on the promise of latency sensitive networking demanded by many of the applications.

Increased Adoption of Cloud Communications and Collaboration

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The Coronavirus Disease 2019 (“COVID-19”) pandemic accelerated this trend significantly, driven by the need for more remote working and commerce for many businesses and industries.

As a result, businesses and consumers have rapidly shifted from brick-and-mortar facilities and travel to work-from-home, or hybrid work-in-the-office and work-from home, using cloud communications and collaboration platforms such as Microsoft Teams, Zoom Phone and others, and require these communications platforms to be highly secure and scalable.

As a result, businesses and consumers rapidly shifted from brick-and-mortar facilities and travel to work-from-home, or hybrid work-in-the-office and work-from home, using cloud communications and collaboration platforms such as Microsoft Teams, Zoom Phone and others, and require these communications platforms to be highly secure and scalable.

New applications enabled by LLM AI will dramatically increase the traffic from the subscriber device to the data center.

Evolution of Communications Service Provider Networks to Reduce Total Cost of Ownership

CSPs of all types operate in a hyper-competitive environment as consumers and businesses have an increasing number of choices for their communication needs.

It is imperative that Providers invest to capture new revenue streams, while reducing the cost to operate their networks.

Legacy services such as IP Multiprotocol Label Switching ("MPLS") circuits, Centrex lines, and TDM phone are increasingly expensive to operate, and Providers need to migrate customers to new offerings or risk high margin revenue streams.

All these factors are causing service providers to re-think and evolve, or even over-haul, the way networks are designed, architected, managed, and optimized to deliver services to their customers with disruptive economics.

They are migrating services to new software platforms that can be deployed in both private and/or public cloud environments (referred to as the "Telco Cloud") using cloud-native technologies, architectures and operational processes with automation and concepts such as Continuous Integration and Continuous Delivery ("CI/CD").

This presents a significant growth and market share opportunity.

This technology evolution challenge extends beyond service providers to many enterprises as well as Federal, State, and Local governments.

In particular, the US Federal government and agencies have a significant need to modernize their voice communications infrastructure, replacing legacy on-premise systems with modern cloud-based voice and video solutions.

However, the unique requirements regarding security and survivability are not easily met by off-the-shelf enterprise applications, creating significant opportunity for companies that specialize in this area.

Need for Reliable, Secure, High-Bandwidth Enterprise and Critical Infrastructure Communications

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We have identified opportunities where we have been able to combine technology from both our Voice and IP Routing portfolios in order to address a clear customer need and differentiate our offering.

We have seen significant success

with regional service providers in the U.S., bolstered by the f ederal funding programs focused on improving internet access to underserved markets.

We have seen significant success with regional service providers in the U.S., bolstered by the federal funding programs focused on improving internet access to underserved markets.

● Participate in the 5G Opportunity – We have made significant R&D investments in our IP Optical product portfolio in order to address multiple opportunities tied to the deployment of 5G mobile networks.

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We have reported several recent strategic wins in this area and believe this will be a key catalyst for growth.

• Software-Centric and Cloud-Native Offerings - The value of virtual, cloud-native, and software-driven solutions deployable in the cloud has only grown because of the COVID-19 pandemic and the migration of network services to the Telco Cloud, which underscores another area of major focus for us.

● Software-Centric and Cloud-Native Offerings – The value of virtual, cloud-native, and software-driven solutions deployable in the cloud grew because of the COVID-19 pandemic and the migration of network services to the Telco Cloud, which underscores another area of major focus for us.

As a strategy, we continue to aggressively transition a significant portion of our product portfolio and business model towards more software, cloud-native offerings with automation and as-a-Service selling model.

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Enterprise SBCs provide service assurance and visibility within the enterprise for service-provider hosted and managed UC services.

The EdgeMarc multi-service gateway portfolio provide support for e nterprise voice interfaces such as PRI, T1, and FXO, as well as aggregation and transport of local data traffic.

The EdgeMarc multi-service gateway portfolio provide support for enterprise voice interfaces such as PRI, T1, and FXO, as well as aggregation and transport of local data traffic.

Our products are also provided as-a-service through our Ribbon Connect for Microsoft Teams Direct Routing platform, a cloud-based aaS offering for securing calls to the public telephone network from the enterprise.

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for our SBCs, Enterprise Edge products and Ribbon Connect.

• Neustar, Inc., Metaswitch Networks ("Metaswitch"), First Orion Corp., Secure Logix Corporation, TransNexus, Inc.

● Neustar, Inc., Metaswitch Networks (“Metaswitch – A Microsoft Company”), First Orion Corp., Secure-Logix Corporation, TransNexus, Inc.

and Transaction Network Services, Inc.

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and Ericsson for our Analytics offerings.

• Huawei, Metaswitch, Nokia and Ericsson for our Network Transformation offerings.

● Huawei, Metaswitch, netsapiens, Nokia and Ericsson for our Network Transformation offerings.

Other smaller private and public companies are also focusing on similar market opportunities.

Mergers among any of the above companies or other competitors, as well as additional competitors with significant financial resources entering our markets,

could further intensify competition.

Mergers among any of the above companies or other competitors, as well as additional competitors with significant financial resources entering our markets, could further intensify competition.

Mergers between service providers may also increase competition for a smaller number of more concentrated customers and channels for products and solutions.

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As services, applications and compute platforms become increasingly distributed across the network, located in local data centers and multi-access Edge compute platforms, Neptune, in conjunction with MUSE, can dynamically route the connectivity wherever it is required, whilst still meeting the performance requirements.

In addition, Neptune provides a 400G ZR+

pluggable capability, allowing it to support both single layer IP over DWDM connectivity or multi-layer optimized IPoOTN/DWDM connectivity, whichever best meets the network operator's needs.

In addition, Neptune provides a 400G ZR+ pluggable capability, allowing it to support both single layer IP over DWDM

connectivity or multi-layer optimized IPoOTN/DWDM connectivity, whichever best meets the network operator’s needs.

With these capabilities, Neptune is ideally suited for residential broadband backhaul, business services, MSOs and private enterprise networks.

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Our Global Services organization provides a wide range of services to enable our customers to achieve those goals.

Our Professional Services team includes hundreds of cloud communications, VoIP, IMS, IP and Optical networking specialists offering technical depth, network breadth and proprietary tools to assist customers in all aspects of network modernization, design, operation and deployment.

Our Professional Services team includes hundreds of VoIP, IMS, IP and Optical networking specialists offering technical depth, network breadth and proprietary tools to assist customers in all aspects of network modernization, design, operation and deployment.

Our Maintenance Support offerings deliver a comprehensive support strategy for all of our products, applications, and solutions sold.

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To support our customers’ requirements, our direct sales team is organized geographically and by major customers.

Our sales teams sell our full portfolio of products and solutions from both segments to customers in each salesperson's assigned

Our sales teams sell our full portfolio of products and solutions from both segments to customers in each salesperson’s assigned region.

Our direct sales teams and resellers are supported by a highly trained technical sales engineering staff who work closely with our customers to develop technical proposals and design systems to optimize system performance and economic benefits for our customers.

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The worldwide supply chain disruptions that started mid-2020 have affected multiple aspects of our product realization processes, including extended component lead-times, part shortages, higher input costs, and increased logistics complexity.

This has largely moderated in 2023 , however some higher input costs remain, and our inventory levels are somewhat elevated.

This largely moderated in 2023 and 2024, however some higher input costs remain, and our inventory levels are somewhat elevated.

We continue to implement specific actions to manage these issues, including investment in key re-design of sub-assemblies to improve product availability and lower costs.

The ongoing war in the Middle East has caused some disruption to material supply chain and production operations in that region.

The ongoing unrest and conflict in the Middle East has caused some disruption to material supply chain and production operations in that region.

We have successfully avoided any significant impacts thus far by carefully managing the flow of material, and enacting our established business continuity processes with alternate suppliers and production operation centers.

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Other companies in the communications and technology industries frequently threaten litigation or file suit against us (directly or indirectly through customers to whom we could owe indemnification) based on allegations of infringement or other violations of intellectual property rights.

We are currently subject to, and expect to face in the future, allegations that we have infringed the intellectual property rights of third parties, including those of our competitors and non-practicing entities.

We are currently subject to, and expect to face in

the future, allegations that we have infringed the intellectual property rights of third parties, including those of our competitors and non-practicing entities.

Regulatory Considerations

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Our Employees

As a global company with employees in more than 30 countries, we focus on creating an inclusive global community, aligning our resources, processes, and platforms to build a work culture that reflects and expresses our core values.

As a global company with employees in over 30 countries, we focus on creating an inclusive community, aligning our resources, processes, and platforms to build a work culture that reflects and expresses our core values.

This enables us to work efficiently across borders and functions.

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As of December 31, 2024, we had a total of 3,052 employees worldwide, located geographically as follows:

Number of employees Percentage of total

Asia 1,173 38 %

Percentage of

North America

EMEA 971 31 %

LATAM 100 3 %

Approximately 657 employees are covered by collective bargaining agreements or works councils and we believe that our relations with the labor unions are generally good.

Approximately 635 employees are covered by collective bargaining agreements or works councils.

We believe that in general we have good relationships with these various labor organizations.

Ribbon takes pride in conducting business in accordance with the highest ethical standards.

Our Code of Conduct outlines the importance of employees acting in an honest and ethical manner.

Ribbon employees are familiar with this policy.

Ribbon employees are informed and aware of this policy.

The principles of integrity, accountability and fair dealing are the cornerstone of our business and are critical to our future success.

All of our employees understand that adherence to proper conduct helps us improve our competitive positioning and business outcomes.

Our employees understand that adherence to proper conduct helps us improve our competitive positioning and business outcomes.

To assist in this, we are deliberate in making sure that each employee is aware that they play a role in fostering a work environment that encourages mutual respect and congenial relationships among employees.

Diversity, Equity and Inclusion ("DEI").

We believe that a culture which encourages all team members, regardless of race, sex, background, or affiliation, to take pride in their individual contributions and work together as a team is key to our success.

In 2023, our DEI Council focused on conducting educational initiatives to increase awareness of different employee backgrounds, cultures, and experiences.

One example of an initiative designed to increase DEI awareness was having employees write blogs on the topics of Korean Heritage and Celebrating Hispanic Roots to highlight their background and culture for their colleagues.

We believe that a culture which encourages all employees, regardless of race, sex, background, or affiliation, to take pride in their individual contributions and work together as a team is key to our success.

In 2024, our employee-led council focused on conducting educational initiatives to increase awareness of different employee backgrounds and cultures, as well as to promote gender diversity.

These educational initiatives included hosting webinars related to special days or events, such as Pride Month, and International Holocaust Remembrance Day.

Other initiatives that promote gender diversity included our ongoing Women’s Leadership Program, highlighting women at Ribbon on our social media platform, an external campaign conducted to attract female talent, and the establishment of a Ribbon Women’s Business Community to lead social networking events.

Ribbon is committed to fostering and maintaining a culture of diversity and inclusion for employees.

Employee Hiring, Turnover and Engagement.

Our turnover and hiring metrics are refreshed on a weekly basis.

Our turnover and hiring metrics are refreshed on a weekly basis and formally presented monthly.

This up-to-date information allows us to quantify our success with employee retention, implement timely and selective retention initiatives as needed, and measure the speed at which we attract and onboard qualified candidates.

In 2023, we experienced an improved retention rate compared to the previous year.

Our voluntary turnover rate in 2023 was 5.9 % compared to 13.3% in 2022.

This increased employee retention rate in 2023 was a result of our internal retention efforts, as well as the overall slowdown of the external job market.

This lower turnover rate in 2023 resulted in a decreased need to hire externally.

In 2024, our voluntary turnover rate was 6.6%, a slight increase from the 5.9% voluntary turnover rate we experienced in 2023.

For the year ended December 31, 2024, we hired 236 employees globally.

This compares to the 407 employees that we hired in 2022.

We have a formalized employee referral program in place as we have found that employees who join us through employee referrals are a good cultural fit and remain with us longer than those who have no personal connection to us.

Approximately one-third of our hires in 2023 came from employee referrals.

The average time to fill a position in 2023 was just over 31 days.

Approximately 29% of our hires in 2024 came from employee referrals.

The average time to fill a position in 2024 was 38 days.

Our employee management process includes conducting exit interviews with all employees that leave us voluntarily.

The data obtained from this questionnaire and an in-person exit interview is referenced when creating and updating benefit plans and other employee offerings.

Our recognition program, “Real Time Rewards”, which was launched in 2022 and continued in 2023, reinforces our “thank you culture.” Our employees are able to recognize the achievements and contributions of their teammates, peers, and managers.

In 2023, approximately 3,000 such awards were given, whereby 48% of our employees were recognized and rewarded for their contributions.

The data obtained from our exit questionnaire and one-on-one interviews are referenced when creating and updating benefit plans and other employee initiatives/offerings.

Our recognition program, “Real Time Rewards,” is an online platform which allows employees across all job levels and countries to recognize and express appreciation to their colleagues.

This tool allows employees to be recognized for going above and beyond.

In 2024, approximately 3,000 awards were distributed, whereby 49% of our employees were rewarded for their contributions.

These rewards are comprised of both monetary and non-monetary awards and are also used to recognize service anniversaries, birthdays, and other notable events.

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These learning programs utilize a combination of in-person and online curriculum and include core modules, some of which are mandatory, relating to ethical conduct, products and services, cybersecurity, safety, human rights and anti-corruption, as well as additional tailored programs on topics such as leadership, management, excellence in service, project management and competency development.

In 2023, we delivered more than 21 live training webinars, 4 manager/leader development programs, 6 Excellence in Service Programs and approximately 13 training hours per employee across our workforce, matching the total hours in 2022.

In 2024, we delivered more than 19 live training webinars, 9 manager/leader development programs, and approximately 13 training hours per employee across our workforce.

Safety, Health and Well-being.

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Compliance with applicable safety regulations is a top priority and we strive to maintain our strong track record for safety, which continues to be reinforced through regular training modules at all of our locations.

Also, we regularly promotes our Employee Assistance Program (the “EAP”) that is offered to all employees and their families which provides customized sessions to meet varying needs globally.

Ribbon regularly promotes our Employee Assistance Program (the “EAP”), which is offered to all employees and their families to provide customized services to meet varying needs globally.

The EAP is a confidential support service to help our employees and their dependents at no cost to our employees.

In addition, as a company consistently advocating for a healthy, balanced lifestyle, we offer a Wellness Program, which is available to all of our employees and their families.

This program includes a variety of monthly wellness related topics delivered through activities such as webinars, exercise sessions, and engaging challenges.

In 2023, we continued our Hybrid Work Model where employees spend a minimum of two days per week working from one of our offices.

In 2024, we saw a significant increase in the utilization of our EAP.

Our goal is to continue to focus on finding ways to support our employees and their families.

In addition, as a company consistently advocating for a healthy, balanced lifestyle, we offer a Wellness Program, which is available to all employees and their families.

This program includes a variety of wellness related topics delivered quarterly through activities such as webinars, exercise sessions, and engaging challenges.

In 2024, we continued with our Hybrid Work Model.

Under this policy, employees spend a minimum of two days per week working from one of our offices.

This encourages collaboration, innovation, and socialization while maintaining the flexibility to work remotely as well.

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In addition, since 2010, we have provided a day of paid time off for all employees to participate in our Global Day of Service, during which employees and their families are encouraged to volunteer and contribute to local charitable organizations in their communities.

In 2024, more than 40% of employees across the globe donated combined time of over an aggregate of 5,500 hours to support charitable organizations.

For additional information on Ribbon’s talent and our current engagement activities, please see our most recent sustainability report, which is available at ribboncommunications.com/company/company-policies/sustainability-report.

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We are committed to operating ethically, efficiently and inclusively.

We believe we contribute to the communities in which we operate through the mitigation of climate change and other global sustainable development priorities.

We aim to help improve the quality of the lives of people, society and the health of the planet through leveraging our expertise in transforming networks, enhancing security and delivering world-class solutions.

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and using our analytics solutions to maximize network efficiencies.

In addition, we believe we contribute to the communities in which we operate through the mitigation of climate change and other global sustainable development priorities.

We have taken a more strategic position to our environmental, social and governance (“ESG”) practices.

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Additionally, we believe the governance improvements made as a result of our strategy will result in enhancements in our accountability and that of our suppliers and partners.

We are committed to protecting the environment and preventing pollution within a product's lifecycle through responsible product design and requiring suppliers to adhere to sustainable practices.

An example of this is our focus on continuously improving the power and space efficiency of our products to reduce overall energy consumption in our customers' networks at our own facilities.

We are committed to protecting the environment and reducing the impact on the environment within a product’s lifecycle through responsible product design and requiring suppliers to adhere to sustainable practices.

An example of this is our focus on continuously improving the power and space efficiency of our products to reduce overall energy consumption.

We align our compliance goals with component directives such as RoHS legislation in the European Union and China and with the European WEEE directive.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business