−Removed: We are a leading provider of next generation ("NextGen") software solutions to telecommunications, wireless and cable service providers and enterprises across industry verticals.
−Removed: With over 1,000 customers around the globe, including some of the largest telecommunications service providers and enterprises in the world, we enable service providers and enterprises to modernize their communications networks through software and provide secure RTC solutions to their customers and employees.
−Removed: By securing and enabling reliable and scalable IP networks, we help service providers and enterprises adopt the next generation of software-based virtualized and cloud communications technologies for service providers to drive new, incremental revenue, while protecting their existing revenue streams.
−Removed: Our software solutions provide a secure way for our customers to connect and leverage multivendor, multiprotocol communications systems and applications across their networks and the cloud, around the world and in a rapidly changing ecosystem of IP-enabled devices, such as smartphones and tablets.
−Removed: In addition, our software solutions secure cloud-based delivery of UC solutions - both for service providers transforming to a cloud-based network and for enterprises using cloud-based UC.
−Removed: We sell our software solutions through both direct sales and indirect channels globally, leveraging the assistance of resellers, and we provide ongoing support to our customers through a global services team with experience in design, deployment and maintenance of some of the world's largest software IP networks.
−Removed: We completed our acquisition of the business and technology assets of Anova Data, Inc.
−Removed: ("Anova"), a private company headquartered in Westford, Massachusetts, that provides advanced analytics solutions, in February 2019 (the "Anova Acquisition").
−Removed: We believe that the Anova Acquisition reinforces and extends our strategy to expand into network optimization, security and data monetization via big data analytics and machine learning.
−Removed: We completed our acquisition of Edgewater Networks, Inc.
−Removed: ("Edgewater"), a market leader in Network Edge Orchestration for the distributed enterprise and UC market, in August 2018 (the "Edgewater Acquisition"), making us a software market leader in enterprise Session Border Controllers and allowing us to extend Edgewater software solutions internationally while expanding our cloud offerings and entering the SD-WAN market.
−Removed: We completed our Merger with GENBAND, a global leader in NextGen software-enabled real-time communications solutions, in October 2017.
−Removed: Because of the Merger, we believe we improved our position to enable network transformations to IP and to cloud-based networks for service providers and enterprise customers worldwide, with a broader and deeper sales footprint, increased ability to invest in growth, more efficient and effective research and development, and a comprehensive RTC product offering.
+Added: Company Overview
+Added: We are a leading global provider of communications technology to service providers and enterprises.
+Added: We provide a broad range of software and high-performance hardware products, solutions and services that enable the secure delivery of data and voice communications for residential consumers and for small, medium, and large enterprises and industry verticals such as finance, education, government, utilities, and transportation.
+Added: Our mission is to create a recognized global technology leader providing cloud-centric solutions that enable the secure exchange of information, with unparalleled scale, performance, and elasticity.
+Added: We are headquartered in Plano, Texas, and have a global presence, with research and development, sales and support locations in over thirty-five countries around the world.
+Added: Company History
+Added: The Ribbon name was created by the merger of Sonus Networks, Inc.
+Added: and GENBAND US LLC ("GENBAND") in October 2017, with both companies specializing in secure high-performance Voice Over Internet Protocol ("VoIP") technology and solutions.
+Added: Prior to that, GENBAND had acquired assets of Nortel’s Carrier division in 2010, which include a world-class engineering and sales team, a broad deployment base of products and technology, and a recognized industry reputation and pedigree with customers around the world.
+Added: Since our formation in 2017, we have completed several acquisitions to strengthen and expand our portfolio of product offerings to service providers and enterprises.
+Added: Recent notable acquisitions include:
+Added: • Edgewater Networks Inc.
+Added: (August 2018):
+Added: Expanded our portfolio of security and signaling solutions for the enterprise network edge.
+Added: • Anova Data, Inc.
+Added: (February 2019):
+Added: Expanded our portfolio with additional network optimization, security, and data monetization applications, enabled by an advanced Big Data Analytics and Machine Learning platform.
+Added: On March 3, 2020, we completed the transformative acquisition of ECI Telecom Group Ltd.
+Added: ("ECI"), based in Israel (the "ECI Acquisition").
+Added: The ECI Acquisition further expanded our focus and strategy to include optical transport and Internet Protocol ("IP") networking, switching, and routing products and solutions.
+Added: The ECI Acquisition helped us create an industry-leading communications software and networking company with a comprehensive portfolio of advanced voice, security, data and IP optical networking and transport solutions.
Industry Background
−Removed: Traditional TDM-based voice and data solutions are being supplanted by alternative NextGen IP-based networks and RTC software applications are being offered from the cloud in conjunction with the network and enterprise edge.
−Removed: Given this shift, today’s telecommunications service providers and enterprises are faced with two separate but related challenges:
−Removed: how to upgrade their aging and costly communications infrastructure, and how to implement new and innovative NextGen software, IP and cloud-based communications capabilities.
−Removed: Service providers in particular must address these challenges while at the same time responding to competition in the form of new web-scale communication providers, such as Microsoft Corp., Google LLC and Amazon.com, Inc.
−Removed: To address these challenges, service providers and enterprises are modernizing their communications networks, network functions and communications applications from legacy environments to new environments using NextGen IP software, NFV, the cloud and the edge to take advantage of the many benefits that these technologies offer with an end goal of providing better and more productive communications experiences for their customers and employees.
−Removed: Telecommunications Service Providers:
−Removed: Network Modernization
−Removed: One of the most significant capital costs for telecommunications service providers has been and continues to be their infrastructure.
−Removed: In order to leverage past capital investments and deliver existing and new services, service providers must consolidate their infrastructure from costly, legacy infrastructures, such as the PSTN and the PLMN, into more efficient and flexible IP- and software-based network models, which are capable of driving revenue growth.
−Removed: Migrating from the PSTN to IP reduces real estate, power and operating costs.
−Removed: IP software networks allow the consolidation of voice, video and data within a
−Removed: single IP-based networking infrastructure over broadband and wireless access and enables new communications services, such as SIP Trunking and Hosted UCs.
−Removed: Similarly, modernizing mobile networks to the IMS-based 4G LTE and VoLTE networks enables mobile service providers to offer better and more efficient mobile communications experiences to end users.
−Removed: As consumers and businesses continue to demand more engaging and productive communications, we believe network modernization is and will continue to be essential to service providers’ ability to compete effectively in the market for telecommunications services.
−Removed: As such, key market drivers include:
−Removed: Modernization of Networks to IP
−Removed: Communication trends have been shifting for the past several years.
−Removed: What was once an industry built on voice communications from central office switches and PBXs on the enterprise premise is now being replaced by the use of social networks, OTT service providers, mobile applications, and hosted service providers.
−Removed: Consumers are increasingly turning to OTT applications (i.e., WhatsApp, Apple’s Facetime and iMessaging, or Amazon’s Alexa).
−Removed: This shift has created an enhanced experience for consumers, heightened expectations for future products and services, and expanded related addressable markets.
−Removed: Network modernization to IP NextGen software-based systems enables service providers to add modern communications service offerings that blend traditional voice messaging capabilities with contemporary features, such as video messaging, visual voicemail, mobile messaging and e-mail integration, and an accelerated time-to-market for differentiated messaging services.
−Removed: Network infrastructures are also undergoing a transformation to IP and the cloud, migrating from hardware-centric appliances to software solutions for voice interconnect and wide area networking.
−Removed: Enterprises, large and small, are re-architecting business processes and undergoing a digital transformation, building their own virtualized software solutions in the cloud or moving their IT applications entirely to public cloud applications, and adding RTC and collaboration to their customer service solutions.
−Removed: These new offerings improve customer service and create an e-commerce experience that blends online applications with the in-store environment, creating a seamless experience for customers.
−Removed: As a result of these evolving communications environments, the complexity of network operations is also increasing significantly, requiring sophisticated NextGen software solutions based on machine learning and analytics to provide reliable network operations.
−Removed: Secure Real-time Communications
−Removed: The evolution by telecommunications service providers to IP NextGen software-based RTC exposes them to new security threats, as the “walled” protection offered by their voice network infrastructures no longer exists with SIP and data-based networks.
−Removed: With SIP-based systems, RTC applications such as voice, video and messaging become data applications, and without appropriate security measures in place, these networks are left open to security breaches and hacks.
−Removed: Additionally, the move to SIP has seen an increase in fraud in service provider networks in the form of robo-dialing and toll fraud schemes.
−Removed: Given these threats, there is a need for sophisticated software security solutions to protect IP-based communications networks.
−Removed: Service providers have relied upon the software capabilities of SBCs, which are deployed within their networks and are designed to provide robust security as well as simplify interoperability, routing and other functions as a protection measure.
−Removed: By its nature, the SBC controlling software is application-aware and therefore can provide sophisticated data to software-based analytics platforms to detect and thwart security breaches.
−Removed: In conjunction with SBCs, big data analytics and machine learning solutions can enforce a network-wide security perimeter.
−Removed: We believe securing networks against threats is most effective when secure software solutions are deployed within networks into existing RTC investments and combined with network-wide approaches for secure RTC.
−Removed: Edge Orchestration
−Removed: As service providers deliver hosted and cloud UC services to enterprises, they need to be able to provide those services to the enterprise via the internet and IP infrastructure and must do so with service assurance, security and reliability in a cost-effective manner.
−Removed: Hybrid cloud and edge orchestration software offerings enable service providers to manage enterprise edge devices remotely from their cloud or network and provide the service in a cost-effective and reliable manner.
−Removed: Such solutions minimize service downtime and expensive visits to enterprise customer sites via truck rolls to work on the edge devices on the enterprise customer premise.
−Removed: Network Function Virtualization
−Removed: In addition to shifting from traditional TDM-based voice and data networks to secure IP NextGen software networks, telecommunications service providers are increasingly moving toward NFV in order to offer new services quickly to their customers, reduce costs and compete with Web-Scale companies.
−Removed: NFV provides a new way to design, deploy and manage networking services by decoupling network software functions from proprietary appliances so they may run in software.
−Removed: This transformation enables better use of network infrastructure, creates agility, delivers rapid and elastic scaling, and enables faster time to market.
−Removed: Software-enabled VNFs can be deployed on generic computing platforms, hosted in private and public clouds, located in data centers, within other network elements or on computer platforms on end user premises.
−Removed: Cloud and “as a Service” Models
−Removed: As software communications applications are deployed in the cloud, telecommunications service providers gain the ability to offer a new class of business models commonly referred to “as a Service” solutions, including CPaaS, UCaaS and STaaS, all of which have the capability to disrupt traditional Service Provider models.
−Removed: Network Modernization and Digital Transformation
−Removed: Today’s enterprises, including multi-national corporations, SMBs and government institutions, are undergoing not only a network modernization but also a digital business transformation.
−Removed: The focus is shifting from person-to-person communications to contextual collaboration and omni-channel customer experiences.
−Removed: Within this context, enterprises need a secure, scalable and innovative NextGen software alternative to proprietary PBX and UC products.
−Removed: As part of their digital transformation, enterprises have adopted the cloud, open interfaces, mobile, Big Data, and analytics.
−Removed: Seeing the advantages and cost savings from the cloud, enterprises are migrating their communications solutions to this same environment, thereby enabling connections between business processes, communications, and collaboration.
−Removed: Network Modernization
−Removed: Enterprises undergoing network modernization are focused on moving from TDM-based PBXs to SIP trunking and NextGen UC software and collaboration systems while ensuring interoperability during the transformation process.
−Removed: In addition, enterprises in certain industries will often be subject to specific requirements or standards before a network transformation is completed.
−Removed: For example, governments may require Joint Interoperability Test Command ("JITC") certification for secure deployments, and healthcare providers may need to achieve Health Insurance Portability and Accountability Act ("HIPAA") certification.
−Removed: When modernizing a network with software, the ability to interwork modern applications, such as Microsoft’s Skype for Business and Teams, with legacy analog endpoints on premises becomes essential.
−Removed: Additionally, software capabilities of SBCs are vital in providing interworking and survivability options.
−Removed: SBCs play a crucial role in securing the modern network and for NextGen UC software, which is a top priority for any enterprise.
−Removed: Edge SBC software devices can also play an important role in providing SD-WAN and Edge Routing capabilities for small and distributed enterprises.
−Removed: Due to the growing open nature of communications environments in the enterprise, the complexity of network operations is also increasing significantly, requiring sophisticated software solutions based on machine learning and analytics to provide reliable network operations.
−Removed: Digital Transformation
−Removed: Successful enterprises today are focused on innovating their core product offerings and building a strategic advantage to reach and empower their customers.
−Removed: As technologies evolve and new mobile applications and connected devices proliferate, enterprises must adapt and innovate their communications solutions to create a “connected” experience anywhere, anytime, on any device.
−Removed: As part of this process, businesses are increasingly deploying “as a Service” offerings from the cloud (from either a service provider or a web-scale provider).
−Removed: UCaaS and CPaaS create a single software communications platform that changes the way enterprises deliver services and interact with customers.
−Removed: CPaaS software enables enterprises to quickly build applications that tie real time communications and their social channels to their business processes while UCaaS software delivers the underlying UC capabilities to ensure end users have the features and functionality required to enable reliable and scalable end-to-end communications.
−Removed: Our Solutions, Products and Services
−Removed: Ribbon Solutions
−Removed: Ribbon provides secure NextGen RTC software-enabled appliances and cloud solutions for service providers and enterprises.
−Removed: Ribbon's software communications solutions are widely deployed at over 1,000 customers globally;
−Removed: provide high scale, reliability and performance;
−Removed: and are deployable from the public, private and hybrid cloud, in-network or on the enterprise premise and edge.
−Removed: As of December 31, 2019, our software solutions, which are a combination of our software products and services, for service providers and enterprises included the following:
−Removed: Ribbon service provider software solutions enable fixed and wireless service providers, cable providers (or MSOs), ISPs and interconnect service providers to modernize their networks, quickly capitalize on growing market segments and introduce differentiating products, applications and services for their business and consumer customers.
−Removed: Ribbon's service provider software solutions include fixed network transformation, wireless network evolution (mobility), secure network interconnects, managed intelligent edge services, cloud communications as a service, and communications analytics and security solutions, enabling secure and innovative business and consumer communications services offerings.
−Removed: Ribbon software solutions help service providers connect people to each other wherever they happen to be, addressing the growing demands of today’s businesses and consumers for secure RTC.
−Removed: Ribbon's enterprise software solutions allow enterprises to securely connect to SIP trunks and modernize their unified and cloud communications networks.
−Removed: Modernization solutions range from Intelligent Edge, legacy Nortel PBX evolution, securing UC and contact centers, migrating to Microsoft Skype for Business and Teams with Direct Routing, and providing session management, security and cloud communications software solutions to enable highly productive communications experiences for employees and customers using the web, mobile and fixed endpoints.
−Removed: Ribbon provides secure communications software solutions for the federal government vertical and has JITC certified solutions.
−Removed: Ribbon also provides RTC software solutions to other industry verticals, including higher education, finance and healthcare.
−Removed: Ribbon has significant experience and expertise in securing SIP communications with a portfolio of SBC software solutions and has deployed thousands of SBC software installations across different industry verticals.
−Removed: Our Intelligent Edge software solutions secure and simplify UC deployments and enable SD-WAN and Edge Routing for small and distributed enterprises.
−Removed: Our Microsoft Skype for Business and Teams software solutions secure those communications environments and assist in the migration of enterprise customers to those environments.
−Removed: Our analytics solutions provide better network visibility, security and customer behavior insights.
−Removed: Ribbon Products
−Removed: Ribbon software products enable service providers to take new services to market quickly and with scale and carrier class reliability, allowing such providers to compete effectively in the marketplace, and enable enterprises to make their employee and customer engagement experiences richer and more productive.
−Removed: Ribbon’s software product lines enabling network transformation, mobile network evolution and interconnect solutions include
−Removed: Ribbon's call session controllers, media gateways, signaling, policy and routing software and a market leading portfolio of SBCs intelligent edge software products, all of which are mechanisms through which operators and enterprises deploy our secure RTC software solutions.
−Removed: Ribbon’s NextGen UC software solutions are enabled by the Ribbon Application Server, Client and Intelligent Messaging products, and are a software platform for business and residential multimedia communications across fixed, mobile, cable, and enterprise markets.
−Removed: Our software product portfolio facilitates the securing of SIP-based UC sessions in the enterprise core and edge networks, and the migration of legacy PBX-based enterprise communications networks (such as the Nortel PBX installed base) across different market verticals.
−Removed: Our software product portfolio includes element management and network management software to enable customers to configure, monitor and manage the solutions they purchase from us.
−Removed: The software product portfolio also includes native mobile client products that allow service providers to enable Wi-Fi and LTE calling services for their subscribers without the considerable cost of investing in, implementing and maintaining, a full VoLTE IMS network.
−Removed: The Ribbon Analytics portfolio consists of Operations, Security and Monetization applications for services assurance, security and subscriber growth.
−Removed: With our big data Protect analytics platform and pre-packaged features, we provide detailed insights into network, service traffic and customer behavior.
−Removed: The Company's Cloud Communications “as a Service” portfolio, which includes CPaaS, UCaaS and STaaS offerings, is based on Kandy Cloud, which is a cloud-based RTC software platform that enables service providers, independent software vendors, systems integrators and enterprises to rapidly create and deploy high value embedded communications services for their customers.
−Removed: Utilizing Ribbon's communications technology, which is offered as a part of a white-label solution service, service providers may connect their networks to Kandy Cloud CPaaS via SIP trunks and APIs.
−Removed: The Kandy Cloud software platform provides APIs and SDKs for developers to build embedded communications applications.
−Removed: Kandy Cloud helps service providers grow revenue with quick to deploy, pre-packaged applications called Kandy Wrappers.
−Removed: Kandy Wrappers are fully functional software applications that can be delivered standalone or inserted into an enterprise website or into an enterprise application to endow it with embedded RTC capabilities.
−Removed: Kandy Cloud also delivers a suite of UCaaS solutions, such as Cloud PBX, Cloud Contact Center and Cloud Collaboration.
−Removed: Ribbon Global Services
−Removed: Our global services organization is responsible for all aspects of implementation and support of our solutions and products.
−Removed: Key portfolio components include solution and business consulting, system integration, deployment, and managed care services.
−Removed: Our technical support group provides constant support to keep customers' software operating at peak performance.
−Removed: Support services include managing software updates, appliance maintenance, appliance spare services and managed spares programs, and emergency assistance during disaster recovery.
−Removed: With a local presence in over twenty countries on five continents, Ribbon Global Services provides both a U.S.
−Removed: presence and a global presence with complete coverage to help drive our customers’ success.
−Removed: The Ribbon Global Services team provides our customers with the following:
−Removed: A full-service portfolio including deployment and integration, testing and verification, migration, operational support, monitoring and managed services;
−Removed: End-to-end project management and accountability via highly experienced program managers who follow a consistent, disciplined methodology;
−Removed: Knowledgeable and experienced technical resources with in-depth skills and expertise on IP communications software solutions and network modernization;
−Removed: Consistent execution in the design, deployment and support of the world's largest and most advanced software networks;
−Removed: Award winning, around-the-clock technical support services with dedicated technical support centers around the globe, including the United States, Canada, Mexico, United Kingdom, Spain, Germany, Czech Republic, Australia, Japan, Malaysia, Taiwan, China (Hong Kong) and India.
−Removed: Ribbon is a leader in enabling network modernization through NextGen software and we plan to continue to invest in our software solutions platform approach to increase our global reach and scale.
−Removed: We aim to enable service providers and enterprises to significantly expand their software-enabled RTC environments to provide better, more agile end customer experiences that contain their operational and capital expenditure costs.
−Removed: By doing so, we believe we will sustain our industry-leading position and succeed in our market.
−Removed: Our customers are key to the success of our business and our business model is focused on aligning with our customers through direct engagement, service and support as well as through our channel partners.
−Removed: This model allows us to target our sales and research and software development efforts based on the needs of our customers and we believe it is critical to our success.
−Removed: Key elements of Ribbon’s strategy include:
−Removed: Selectively Invest in our Core Software Products and Solutions.
−Removed: In order to service our customers and support their key priorities and growth, we must strategically invest in research and development.
−Removed: We are committed to balancing our research and software development investments between existing software products and solutions and new growth-oriented product initiatives.
−Removed: During 2019, we continued to shift our investment efforts, resulting in greater than 95% of our research and development investment directed at software.
−Removed: In addition, we are focused on investing in products and solutions that will be profitable.
−Removed: We intend to continue to sunset certain less significant product offerings that are not aligned with our strategic direction and are not meaningful contributors to our profitability.
−Removed: We believe this will allow us to more effectively and efficiently deploy capital to our growth areas.
−Removed: Through targeted research and software development investments in core software products and solutions that will align with our strategy for growth, we are committed to helping our customers migrate their networks to software and virtualized and private or public cloud environments.
−Removed: Build on Growing our Customer Footprint and Global Reach .
−Removed: Ribbon has over 1,000 customers globally, in all of the major regions with many of the largest telecommunications service providers and enterprises in the world.
−Removed: This footprint allows us to sell additional software products and services from the Ribbon portfolio to that deployed base of existing customers and provides us with the opportunity to sell new software products and services to that customer base.
−Removed: We also continue to look for opportunities to expand our portfolio footprint and global reach to further diversify our customer base.
−Removed: Disciplined Expansion into New Markets and New Solutions for Growth .
−Removed: We believe that a disciplined approach to targeting new markets is critical to growing our business.
−Removed: As such, we have taken actions to expand our software portfolio and offerings to our customers.
−Removed: We have expanded our investments in the enterprise market and have increased our revenue from enterprise customers.
−Removed: We are investing in growth initiatives focused on cloud communications and RTC security both for service providers and enterprises.
−Removed: Similarly, given our significant experience with securing IP network borders in the core and the edge with our SBC software, and the increasing importance of security in today’s networks and communications, we are working on expanding our role in securing RTC with new software portfolio offerings.
−Removed: Selectively Pursue Strategic Relationships, Alliances and Acquisitions .
−Removed: The ecosystem in which we operate is continually evolving and expanding.
−Removed: Accordingly, we continue to pursue strategic relationships, alliances and acquisitions that align our
−Removed: business with our customers’ strategic goals and objectives as well as our own strategic goals for further extending our footprint, reach, scale and growth in the business.
−Removed: Competitive Differentiation
−Removed: In addition to our scale and global presence, we believe there are several factors that set us apart and allow us to compete effectively with comparable peers in terms of scope, size and scale.
−Removed: Installed Base .
−Removed: Ribbon has a large, global deployed base from our Nortel-, Sonus- and GENBAND-heritage-branded software products, including softswitches and media gateways in global service provider and enterprise networks supporting over 30 million switched access lines.
−Removed: These products are highly integrated into our customers’ network environments and require specialized tools and intellectual property from Ribbon to consolidate and modernize those environments to newer IP software-based services with optimal capital expenditure investments.
−Removed: Similarly, our large, global deployed base of SBCs at service providers' networks and in enterprises offers Ribbon a unique platform for upgrading and cross-selling software products into that installed base.
−Removed: Strong Technology in Virtualization .
−Removed: Ribbon has extensive network virtualization software products and technology as part of our overall portfolio and has deployed these pure software products to help our customers in the modernization of their networks to software-based virtualization, enabling the use of the private or public cloud.
−Removed: We believe we are the clear market leader in SBC virtualized software products, and a significant portion of our overall portfolio has software and virtualized offerings that can co-exist with appliance-based software products.
−Removed: Security Experience and Technology .
−Removed: Our SBC and edge software, deployments and expertise are market leading.
−Removed: Ribbon has been in the SBC software market for over fifteen years, yielding us a strong advantage from which to launch additional security offerings into the market.
−Removed: We believe our SBC software products are unmatched in the market on reliability, performance and functionality at scale.
−Removed: Media Processing, Transcoding and Signaling Technology Expertise .
−Removed: We have extensive experience in deploying mobile VoLTE and fixed network software solutions.
−Removed: Our voice media transcoding software technology that is supported by CPU, GPU or DSP options is industry leading.
−Removed: Our mobile network evolution software solutions are deployed in large-scale 4G VoLTE networks supporting over 350 million subscribers in total.
−Removed: Intellectual Property
−Removed: Intellectual property is fundamental to our business and our success, and we depend upon our ability to develop, maintain and protect our technology.
−Removed: We have defended, and intend to vigorously defend when necessary, our intellectual property from infringement.
−Removed: Therefore, we seek to safeguard our investments in technology and rely on a combination of United States and foreign patent, trademark, trade secret and copyright law and contractual restrictions to protect the proprietary aspects of our technology and to defend us against claims from others.
−Removed: Our general policy has been to seek to patent those patentable inventions that we plan to incorporate in our products or that we expect will be valuable otherwise.
−Removed: We have a program to file applications for and obtain patents, copyrights and trademarks in the United States and in specific foreign countries where we believe filing for such protection is appropriate.
−Removed: As of December 31, 2019, we held patents and had pending patent applications both in the United States and abroad as follows:
−Removed: in the name of Ribbon Communications Operating Company, Inc., 248 United States patents with expiration dates ranging from February 2020 through December 2037, 31 patent applications pending in the United States, 50 foreign patents with expiration dates ranging from May 2020 through April 2030, and eight patent applications pending abroad;
−Removed: in the name of GENBAND US LLC, 325 United States patents with expiration dates ranging from February 2020 through October 2037, 59 patent applications pending in the United States, 229 foreign patents with expiration dates ranging from January 2020 through July 2035 and 50 patent applications pending abroad;
−Removed: in the name of Ribbon Communications Securities Corp., 27 United States patents with expiration dates ranging from November 2028 through March 2034, two patent applications pending in the United States and two foreign patent applications pending abroad;
−Removed: and in the name of Edgewater Networks, Inc., six United States patents with expiration dates ranging from October 2022 through March 2035 and six patent applications pending in the United States.
−Removed: Furthermore, as of December 31, 2019, we had 41 registered trademarks in the United States, as follows:
−Removed: 15 in the name of GENBAND US LLC, including GENBAND, GENBAND with design, G9, G9 with design, KANDY and BUSINESSCALL;
−Removed: 16 in the name of Ribbon Communications Operating Company, Inc., including SONUS, the SONUS logo, RIBBON, the Ribbon logo, RIBBON PROTECT and NETSCORE;
−Removed: one in the name of Network Equipment Technologies, Inc., for
−Removed: four in the name of Quintum Technologies, LLC, including TENOR;
−Removed: four in the name of Ribbon Communications Securities Corp.;
−Removed: and five in the name of Edgewater Networks, Inc., including Edgewater and Edgeview.
−Removed: We also had one pending trademark application in the United States in the name of Ribbon Communications Operating Company, Inc., for RIBBON PROTECT, as of December 31, 2019.
−Removed: In December 2019, Ribbon Communications Securities Corp.
−Removed: changed its name to GENBAND Inc., GENBAND US LLC merged with and into Ribbon Communications Operating Company, Inc., and Quintum Technologies, LLC was dissolved.
−Removed: We either plan to or are in the process of recording (i) the name change from Ribbon Communications Securities Corp.
−Removed: to GENBAND Inc.;
−Removed: (ii) the assignment of patents and copyrights from GENBAND US LLC to Ribbon Communications Operating Company, Inc.;
−Removed: and (iii) the assignment of patents and copyrights from Quintum Technologies, LLC to Ribbon Communications Operating Company, Inc.
−Removed: In addition to the protections described above, we seek to safeguard our intellectual property by:
−Removed: Employing measures to safeguard against the unauthorized use or disclosure of the source and object code for our software, documentation and other written materials, and seeking protection of such materials under copyright and trade secret laws;
−Removed: Licensing our software pursuant to signed license agreements , which impose restrictions on others' ability to use our software;
−Removed: Seeking to limit disclosure of our intellectual property by requiring employees and consultants with access to our proprietary information to execute confidentiality agreements.
−Removed: We have incorporated third-party licensed technology into certain of our current products.
−Removed: From time to time, we may be required to license additional technology from third parties to develop new products or to enhance existing products.
−Removed: Based on experience and standard industry practice, we believe that licenses to use third-party technology generally can be obtained on commercially reasonable terms.
−Removed: Nonetheless, there can be no assurance that necessary third-party licenses will be available or continue to be available to us on commercially reasonable terms.
−Removed: As a result, the inability to maintain, license or re-license any third-party licenses required in our current products, or to obtain any new third-party licenses to develop new products and enhance existing products could require us to obtain substitute technology of lower quality or performance standards or at greater cost.
−Removed: This could delay or prevent us from making these products or enhancements, any of which could seriously harm our business, financial condition and operating results.
−Removed: Please see generally the risks that are discussed in Item 1A.
−Removed: “Risk Factors” for risks related to our intellectual property.
−Removed: Our Customers
−Removed: We have over 1,000 customers globally.
−Removed: Our customers are located around the world in over 50 countries and include many of the leading global telecommunications service providers and enterprises.
−Removed: We have continually served many of our largest customers for well over 30 years.
−Removed: Service providers use our products to provide secure software-enabled RTC for the service providers (in the case of interconnects), enterprises and consumers they serve.
−Removed: Enterprises use our products to provide software-enabled RTC for their employees (including remote workers) as well as provide secure communications networks for their customer-facing components, such as contact centers.
−Removed: Our global service provider customers include fixed-line, wireless, cable, internet and interconnect service providers.
−Removed: Our enterprise customers include businesses of all sizes, ranging from SOHO, SMB, and large and distributed enterprises across various industry verticals with a concentration in the federal government, healthcare and education sectors.
−Removed: We sell to customers via a direct sales team as well as through indirect channels that include VARs, system integrators and service providers.
−Removed: Independent software vendors also partner with Ribbon to source our software solutions and market them through their sales channels.
+Added: Today’s Communications Service Providers ("CSPs") and enterprises are investing in their networks to compete in an ever-changing technology and customer experience landscape driven largely by cloud computing, mobile workforces requiring hyper-connectivity, new high-performance applications and use cases, and an insatiable demand for bandwidth by end-customers and the applications they use.
+Added: As a result, service providers and enterprises are adding key enabling technologies to their networks for increased flexibility, programmability, scalability, reliability, and to enable new applications and services with an expedited time to market.
+Added: These investments provide a competitive advantage and bring value-added services to increase network efficiency, increase customer satisfaction and produce new revenue streams.
+Added: Within these broad industry themes, investment in our products and services is driven by several key industry trends.
+Added: Increased Adoption of Cloud Communications and Collaboration
+Added: The shift to cloud-based communications began several years ago driven largely by the advantages of running applications in a virtual cloud environment and reducing dependency on on-premise computing technologies.
+Added: The Coronavirus Disease 2019 ("COVID-19") pandemic has accelerated this trend significantly, driven by the need for more remote working and commerce for many businesses and industries.
+Added: As a result, businesses and consumers have rapidly shifted from brick-and-mortar facilities and travel, to work-from-home and connect-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.
+Added: Evolution of Communications Service Provider Networks
+Added: CSPs of all types continue to face challenges to their businesses because of the significant technological evolution, increasing competition, disruption by Over-the-Top ("OTT") providers (those providing video entertainment over the Internet rather than through traditional cable, telco and satellite networks), and shifts in customer expectations.
+Added: They also need to drive new revenues with more digital, efficient, automated, secure, and reliable networks driven largely by software, automation, cloud networking, and other technologies such as analytics and machine-learning.
+Added: 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.
+Added: Increasingly, network operators are also pursuing disaggregated solutions, where they have the flexibility to assemble networks based on transport and control subsystems from different vendors.
+Added: The fourth and fifth generation of broadband cellular technology ("4G" and "5G", respectively), and the corresponding promise of new revenue-generating applications and services for consumers and businesses, are key drivers of investment in the evolution of underlying mobile and fixed network infrastructures, and disruptions providing opportunity for new suppliers to be selected.
+Added: 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.
+Added: This presents a significant growth and market share opportunity.
+Added: Insatiable Demand for Hyper-Connectivity and Bandwidth Driven by New Services, Applications, and the Cloud
+Added: Our global information society is overflowing with telecommunications data traffic, for business, entertainment, education, surveillance, industrial control, online retail, and many other applications.
+Added: These applications, increasingly delivered from the cloud, generate a huge amount of data driven largely by the video and image components.
+Added: This exponential growth in data traffic is expected to continue and even accelerated, enabled by 5G upgrades to the mobile radio network.
+Added: New applications will emerge, such as Reality/Virtual Reality ("R/VR"), cloud gaming, tele-health, Internet of Things ("IoT"), and Industry 4.0, all made possible by the massive bandwidth increases, low latency and highly secure infrastructure.
+Added: At the foundation, high performance Optical connections and advanced IP networking are needed to keep pace with the advancements in communications.
+Added: 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.
+Added: Need for Reliable, Secure, High-Bandwidth Enterprise and Critical Infrastructure Communications
+Added: Companies and verticals that are classified as being part of a “critical infrastructure” are defined as those companies whose assets, systems, and networks, whether physical or virtual, are considered vital to a country’s national interest.
+Added: Critical infrastructure providers are under increasing pressure to support new services, reduce carbon emission, improve security, expand automation, and increase safety.
+Added: Achieving these goals requires a transition to a modernized, secure communications network that supports both IP and optical transport seamlessly.
+Added: With a seamless integrated IP and optical transport solution, a critical infrastructure network operator can provide a highly reliable, secure, future proof communications solution optimized for critical industries.
+Added: An essential requirement for this solution includes a security suite that incorporates state-of-the-art operational technologies protection measures, giving operators extra confidence in the security of their network.
+Added: Data is the lifeblood of any business and it must be easily accessible across the enterprise to power business applications and to support services to end-customers.
+Added: It must also be replicated across multiple locations for business continuity and disaster recovery and must be protected from inappropriate access, theft, and corruption.
+Added: Enterprises deploy optical networking, secured by optical encryption, to attain the needed performance and security.
+Added: Similarly, command and control groups within today’s armed forces have a need for high performance secure networks as their strategic sensors and assault systems are becoming more integrated.
+Added: In this ecosystem, effective decision-making requires the pooling and analysis of data from a vast array of sensors and other information sources.
+Added: The data must be delivered securely, in real-time, to wherever it is required.
+Added: These solutions integrate intelligent optical transport with agile IP networking to provide a converged, secure, communication network.
+Added: Addressing the “Digital Divide” with Rural Broadband and High-Speed Internet Connectivity
+Added: Governments in many countries around the world are investing to address and help close the digital divide and extend ultra-broadband services and connectivity to underserved communities.
+Added: As an example, in the United States, the FCC Rural Digital Opportunity Fund ("RDOF"), the 5G Fund for Rural America, and the USDA Rural Development Broadband ReConnect Program expect to provide billions of dollars in funding to deliver broadband connectivity to rural communities in the U.S.
+Added: Whether working or learning from home, streaming 4K television, or playing the latest online video games, rural subscribers demand dependable, high-speed Internet access to participate and thrive in the digital world.
+Added: Forward-looking service providers are taking advantage of government funding programs to expand network capacity and transform the communities they serve.
+Added: Next-generation rural broadband networks help service providers grow their revenues by extending service reach and diversity, and by satisfying the massive pent-up demand for high-speed internet connectivity.
+Added: Next-generation broadband networks will also leverage new technologies like fixed-wireless access, while laying the foundation for future revenue opportunities like 5G backhaul transport services.
+Added: Strategy Overview
+Added: Our mission is to create a recognized global technology leader providing cloud-centric solutions that enable the secure exchange of information, with unparalleled scale, performance, and elasticity.
+Added: To realize this mission, we have begun the implementation of a focused strategy for our business underpinned by our transformative ECI Acquisition.
+Added: • Operational Integration - A key step of the strategy includes continuing to successfully drive the integration of ECI and Ribbon to achieve best-in-class operational efficiencies.
+Added: We have made significant progress, including a revamped internal organization aligned along a business unit model with regional sales teams and integrated corporate functions, as well as the addition of new experienced members to our leadership team.
+Added: The first phase of integration is completed, and we expect to continue the additional systems integration and process alignment activity in 2021.
+Added: • Intellectual Property and Technology Integration - Beyond operational integration, we continue to explore opportunities to blend the intellectual property and technological know-how underlying the classic Ribbon business with that acquired as part of the ECI Acquisition to develop new products and services to meet the new challenges faced by our customers.
+Added: • Cross-Selling - We are laser-focused on marketing and selling our combined post-acquisition broad portfolio to our global deployed base of service provider and enterprise customers to expand our presence and share of the larger IP and Optical networking and transport market and cross-sell the complete portfolio.
+Added: • North American IP Optical Networks Market Share - We expect to unlock the value of the former ECI portfolio by growing IP Optical Networks market share in the North American market by leveraging the extensive deployment base and ongoing business that we have with service providers and enterprise customers.
+Added: We have already experienced some early cross-selling successes with new IP Optical customer wins announced in the second half of 2020.
+Added: • Participate in the 5G Opportunity - The ECI Acquisition has also advanced our strategy of expanding into the service provider 5G data domain with the IP Optical Networks portfolio bundled with network analytics and intelligence, and security offerings.
+Added: We believe 5G is a multi-year opportunity as global service providers roll out the new capital-intensive technology and build out the needed network infrastructure over the next decade.
+Added: We want to be at the forefront of preparing our customers for the deployment of 5G on two major fronts:
+Added: providing for metro, backhaul and long-haul transport and networking solutions in service provider networks, industrial verticals, and critical infrastructure;
+Added: and supporting their needs as new applications, including IoT and AI, become a reality with 5G.
+Added: • 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, which underscores another area of major focus for us.
+Added: As a strategy, we continue to aggressively transition our product portfolio and business model towards more software, cloud-native offerings and as-a-Service selling model.
+Added: This transition is instrumental in improving profitability and competitiveness, and growing the recurring revenue portion of our business.
+Added: • Edge Offerings - The market need and growth rate are higher at the network edge than at the core.
+Added: We focus on growing this area of our business through our enterprise edge solutions, which are typically geared towards small and medium enterprises, building on our partnerships with key solutions providers such as Microsoft, as well as other popular unified communications and collaboration ("UC&C") platforms such as Zoom Phone and similar service provider UC&C offerings.
+Added: • Partnerships - We continually look to form industry partnerships that will enhance our current solution offerings to our customers.
+Added: • Focus - We maintain a constant feedback loop to ensure we stay focused on activities that support the strategy of our main business segments and ensure our investments in research and development are directly aligned to these goals.
+Added: As part of this strategy, we completed the sale of our Kandy Communications business in December 2020 to American Virtual Cloud Technologies, Inc.
+Added: We believe that the sale enables us to be even more focused on executing
+Added: our service provider and enterprise strategy to the benefit of our customers while allowing AVCT to unlock Kandy’s true value and strong potential and capitalize on the momentum the business has established.
+Added: As part of the transaction, we became an investor in AVCT, which means that we have a continued opportunity to capitalize on the continued success of Kandy.
+Added: We believe execution on this multi-faceted strategy will strengthen our financial foundation, will continue to improve our relationships and collaboration with our customers, and will further align us with our key stakeholders - customers, partners, employees, and investors.
+Added: Our customers are comprised of a diverse set of service providers and enterprises located in over 140 countries around the world.
+Added: Service provider customers include telephone companies ("telcos") offering fixed and wireless communications services, cable Multi-System Operators ("MSOs") and Communications as a Service providers.
+Added: Our service provider customers include many of the largest CSPs globally.
+Added: Enterprise customers include small, medium, and large businesses and industry verticals such as transportation, utilities, government/public sector, finance, and education.
+Added: Customers trust us to solve their most challenging communications requirements, enabling people and devices to connect anytime, anywhere.
+Added: Our customer-centric culture shapes all of our activities and inspires our team members to make a positive impact with our clients, investors, and communities.
In the year ended December 31, 2020, Verizon Communications Inc.
−Removed: ("Verizon") and AT&T Inc.
−Removed: ("AT&T") accounted for approximately 17% and 12% of our revenue, respectively.
−Removed: In both the years ended December 31, 2018 and 2017, approximately 17% of our revenue was derived from sales to Verizon.
−Removed: Both Verizon and AT&T are service providers that offer interconnect, fixed line and mobile communications services.
−Removed: For both Verizon and AT&T, our software solutions are sold across their respective business divisions supporting their large enterprises, SMB and consumer telecommunications and cable-related offerings.
+Added: ("Verizon") accounted for approximately 15% of our revenue.
+Added: Verizon is a service provider that offers interconnect, fixed line and mobile communications services, and our software solutions are sold across their business divisions supporting their large enterprises, SMB and consumer telecommunications and cable-related offerings.
Our top five customers represented approximately 34% of our revenue in the year ended December 31, 2020.
−Removed: 38% of our revenue in the year ended December 31, 2018 and approximately 41% of our revenue in the year ended December 31, 2017.
−Removed: Competitive Conditions
−Removed: Competition in the telecommunications market remains fierce.
−Removed: The market is shifting from a market dominated by a few large telecommunications legacy hardware equipment companies, such as Ericsson LM Telephone Company, Huawei Technologies Co.
−Removed: Ltd., and Nokia Corporation, to a market that is characterized by software, including network virtualization, migration to the cloud, and open interfaces.
−Removed: We believe this shift creates opportunities for us as well as our direct competitors in telecommunications and networking, including:
−Removed: Network transformation :
−Removed: Mid-size vendors of networking and telecommunications equipment and specialty vendors, including AudioCodes Ltd., Mavenir Systems, Inc., Metaswitch Networks Corporation, Oracle Corporation (Session Border Controller) and ADTRAN, Inc.;
−Removed: Enterprise and cloud solutions :
−Removed: Microsoft, 8x8, Inc., Avaya Inc., Bandwidth Inc., Cisco Inc.
−Removed: (with Broadsoft, Inc.), Mitel Networks Corporation (with ShoreTel, Inc.), Plivo Inc., RingCentral, Inc., Twilio Inc., Telestax Inc., Fuze, Inc., Genesys and Vonage Holdings Corp.
−Removed: (with Nexmo, Inc.
−Removed: and Tokbox Inc.);
−Removed: Security and analytics :
−Removed: SecureLogix Corporation, RedShift Networks Corporation, Empirix Inc.
−Removed: and Oracle Corporation.
+Added: Segment Information
+Added: Effective in the fourth quarter of 2020 and in connection with the ECI Acquisition, our Chief Operating Decision Maker ("CODM") began to assess our performance based on the performance of two separate organizations within the Company:
+Added: the Cloud and Edge segment ("Cloud and Edge") and the IP Optical Networks segment ("IP Optical Networks").
+Added: The Cloud and Edge segment is primarily comprised of the legacy Ribbon business and the IP Optical Networks segment is primarily comprised of the legacy ECI business.
+Added: We had previously operated in a single segment.
+Added: Cloud and Edge Business Segment
+Added: The Cloud and Edge segment provides secure and reliable software and hardware products, solutions, and services for enabling VoIP communications, Voice Over LTE ("VoLTE") and Voice Over 5G ("VoNR") communications, and Unified Communications and Collaboration services to both service provider and enterprise customers.
+Added: Our Cloud and Edge products are increasingly software-centric and cloud-native for deployment on private, public or hybrid cloud infrastructures, in data centers, on enterprise premises, and within service provider private networks.
+Added: Cloud and Edge Products and Solutions
+Added: Our Cloud and Edge portfolio delivers multiple solutions for enabling VoIP, VoLTE, VoNR, and UC&C for a broad range of service provider and enterprise customers.
+Added: The solutions provided with this portfolio include those for:
+Added: • Securing and providing resilient connectivity and calling via direct routing for Microsoft Teams, Zoom and other cloud-based UC&C applications.
+Added: • Securing service provider hosted and managed unified communications ("UC") services.
+Added: • Securing network interconnects for communications services.
+Added: • Network transformation of fixed service provider voice services networks to help evolve, consolidate, and modernize legacy networks to VoIP and virtualized network environments.
+Added: • Implementing IP Multimedia Subsystem ("IMS") networks required by mobile service providers for VoLTE service deployments and for 5G voice services.
+Added: • Modernizing, evolving, and securing enterprise and industry vertical UC environments, supporting both on-premises and cloud-based deployments.
+Added: • Securing voice sessions and protecting VoIP communications connectivity infrastructures, contact centers, Private Branch Exchanges ("PBX") and media servers.
+Added: • Providing identity assurance that helps mitigate robocalls, prevent fraud by determining phone caller identity, intent, and reputation.
+Added: • Analytics to provide visibility, security, and service assurance to enhance communication network operations and customer experiences.
+Added: Our Cloud and Edge market-leading product portfolio consists of two main categories – Session Border Controller ("SBC") products and Network Transformation products:
+Added: Our SBC product portfolio encompasses a full range of deployment platforms including:
+Added: • High performance carrier-grade compute platforms leveraging the latest advancements in silicon including NVIDIA GPU processors.
+Added: • Feature rich enterprise software products for deployment in both private and public cloud environments such as Amazon Web Services ("AWS"), Microsoft Azure and Google Cloud Platform ("GCP").
+Added: • Fully cloud-native implementation supporting as-a-Service ("aaS") business models.
+Added: • On-premises dedicated appliances that scale up and down to meet the most demanding performance and security requirements.
+Added: Our SBC portfolio consists of the following categories of products:
+Added: • Core network SBCs that are deployable by customers in their core networks, or on private or public clouds, and used to identify, manage, and protect voice communications traffic as it moves through and between communication networks.
+Added: SBCs secure and interwork different voice communications protocols at IP network boundaries, both within and between service provider and enterprise networks.
+Added: The portfolio also includes Policy and Routing products that work in heterogeneous voice networks, and are used to intelligently manage communications sessions based on multiple policies such as least cost and Quality of Service routing, media type, source or destination, and time of day or week.
+Added: • Enterprise Session Border Controllers and Edge products, deployable on premises or in the cloud, to securely and simply enable the deployment and migration to cloud-based UC&C applications such as Microsoft Teams, Zoom Phone and service provider UC&C offerings.
+Added: Enterprise SBCs provide service assurance and visibility within the enterprise for service-provider hosted and managed UC services.
+Added: Offerings in this portion of our portfolio include Ribbon Connect for Microsoft Teams Direct Routing, a cloud-based aaS offering for securing calls to the public telephone network from the enterprise.
+Added: • Ribbon Call Trust TM is an aaS offering for providing identity assurance.
+Added: The identity assurance portfolio, using information from deployed network elements including SBCs, helps mitigate robocalls and prevent fraud by determining phone caller identity, intent, and reputation.
+Added: With this information, it is possible to help determine if a call is from a legitimate person, for a legitimate purpose, and without malicious intent.
+Added: Our customers utilize these capabilities to provide a better call experiences to their end-customers.
+Added: • A cloud-native Analytics Platform with applications that aid customers in gathering actionable intelligence from their communications network elements, including SBCs in the core and edge of their networks, to provide them with network performance visibility, service assurance, security, and fraud mitigation.
+Added: Our Network Transformation product portfolio is deployed in the most demanding environments and enables the modernization of fixed, mobile and enterprise voice communications networks to support the next generation of IP-based voice communications services and includes multiple software-centric platforms and products including:
+Added: • Signaling products that provide network signaling for communications services.
+Added: • Call Controllers that provide call processing within networks for voice communications services and applications.
+Added: • Media Gateways that perform the interworking or translation of media, or voice sessions and the corresponding network protocols both within and across VoIP and legacy communications networks, and use codecs (coder-decoder) and digital signal processors to do so.
+Added: • A multi-tenant and highly scalable Application Server that enables the deployment of VoIP and UC&C services and applications.
+Added: Cloud and Edge Competition
+Added: Competition in the market for the Cloud and Edge portfolio remains strong.
+Added: The market is shifting from an environment dominated by a few large telecommunications legacy hardware equipment companies, such as Ericsson LM Telephone Company ("Ericsson"), Huawei Technologies Co.
+Added: ("Huawei"), and Nokia Corporation ("Nokia"), to a market that is characterized by network function virtualization, hybrid private public cloud compute environments, and open interoperable interfaces.
+Added: We believe this shift creates opportunities for us to differentiate and gain share from competitors such as:
+Added: • Huawei, Ericsson, Nokia, Oracle Corporation, Cisco Systems, Inc.
+Added: ("Cisco") and AudioCodes Ltd.
+Added: for our SBCs, Enterprise Edge products and Ribbon Connect.
+Added: • Neustar, Inc., Metaswitch Networks (acquired by Microsoft) ("Metaswitch"), TransNexus, Inc.
+Added: and Transaction Network Services, Inc.
+Added: ("TNS") for our Identity Assurance and Call Trust offerings.
+Added: • Guavus, Inc., NETSCOUT Systems, Inc., Niometrics Pte Ltd, Empirix Inc.
+Added: and Ericsson for our Analytics offerings.
+Added: • Huawei, Metaswitch (acquired by Microsoft), 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.
−Removed: Mergers between service providers may also increase competition, as these reduce the number of customers and channels for products and solutions.
−Removed: To compete effectively, we must deliver innovative software solutions that provide extremely high reliability and quality;
−Removed: deploy and scale easily and efficiently;
−Removed: interoperate with existing network infrastructures and multivendor solutions;
−Removed: provide effective network management;
−Removed: are accompanied by comprehensive customer support and professional services;
−Removed: provide a cost-effective and space-efficient solution for enterprises and service providers;
−Removed: meet price competition from low cost equipment providers;
−Removed: and offer solutions that are timely for the market and support where the industry is heading.
−Removed: Although we believe we compete favorably because our software solutions are widely deployed, highly scalable and cost-effective for our customers, some of our competitors include products in their portfolios that we do not provide and may be able to devote greater resources to the development, promotion, sale and support of their products.
−Removed: In addition, some of our competitors have more extensive customer bases and broader customer relationships than we have, including relationships with our potential customers and established relationships with distribution partners.
−Removed: Please see generally the risks that are discussed in Item 1A, "Risk Factors" for risks related to our customers and the competitive landscape in which we operate.
+Added: Mergers between service providers may also increase competition for a smaller number of more concentrated customers and channels for products and solutions.
+Added: IP Optical Networks Business Segment
+Added: The global information society is generating a very high volume of telecommunications traffic, for business, entertainment, education, surveillance, industrial control, and other applications.
+Added: Technologies like 5G, distributed cloud computing and corresponding applications are predicted to continue this exponential traffic growth.
+Added: IP and Optical networks are at the foundation of this information economy, and indeed are one of its key enablers, delivering ultra-low cost-per-bit transport and multi-service flexibility.
+Added: Our IP Optical Networks segment provides high-performance, secure, and reliable hardware and software products and solutions for IP networking, switching, and routing, and optical transport.
+Added: This portfolio is offered to service provider, enterprise and industry verticals with critical transport network infrastructures including utilities, government, defense, transportation and education and research.
+Added: IP Optical Networks Products and Solutions
+Added: Our IP Optical Networks portfolio delivers multiple solutions spanning access, metro, regional, and long-haul geographies, and using ring, mesh, and point-to-point topologies.
+Added: IP Multiprotocol Label Switching ("MPLS") and other protocols provide a broad range of networking services for our customers.
+Added: Our solutions for optical and IP transport and networking include 5G-native solutions for mobile-backhaul, metro and edge aggregation, core networking, data center interconnect, legacy network transformation and transport solutions for wholesale carriers.
+Added: High availability and security also make the solutions ideal for critical infrastructure delivering mission-critical services.
+Added: Our IP Optical Networks market-leading and multi-layer product portfolio consists of:
+Added: • Our Neptune IP networking, switching, and routing products that provide multiservice aggregation and IP transport based on IP MPLS and segment routing, for seamlessly evolving to new IP-based networks and 5G services.
+Added: Our Neptune product line streamlines end-to-end service delivery by combining carrier-grade service assurance, visibility,
+Added: and control with efficient multiservice IP networking.
+Added: Neptune offers converged support for Ethernet, MPLS, MPLS-TP (traffic profile), Segment Routing, Flexible Ethernet ("FlexE"), Time Division Multiplexing Circuit Emulation Services ("TDM CES"), and Optical Transport Network ("OTN") to provide a powerful, flexible solution for high-performance services.
+Added: We believe this is a perfect fit for operators looking for solutions for multiservice aggregation, mobile backhaul and critical infrastructures.
+Added: With TDM CES support, legacy services are easily migrated onto the Neptune platform.
+Added: In addition, IP MPLS, Software-Defined Networking ("SDN"), Network Functions Virtualization ("NFV"), and enhanced timing and synchronization capabilities make the high-capacity Neptune platform ideal for 5G transport in a converged and distributed metro-transport environment.
+Added: • Our Apollo products provide programmable and open OTN capabilities with Dense Wavelength Division Multiplexing ("DWDM") support.
+Added: The OTN layer maps Ethernet and other services into bit streams for transparent optical transmission, and DWDM routes wavelengths of light containing the OTN-encapsulated bit streams across wide areas, greatly increasing the efficiency and capacity of fiber facilities.
+Added: Our Apollo hardware and software products deliver reconfigurable and programmable low-latency optical transport that simultaneously speeds up provisioning of new services while maximizing traffic throughput at the lowest cost per bit.
+Added: The Apollo product line provides state-of-the-art transparent and flexible DWDM and OTN transport with integrated packet switching capabilities.
+Added: A modular architecture allows optimized solutions across access, metro, regional, and long-haul networks.
+Added: Apollo combines high performance, low-latency OTN transport, and OTN switching with software-configurable optical routing for maximum efficiency.
+Added: Apollo is “self-aware” with intelligent reporting for efficient and SDN-ready operations.
+Added: Apollo also provides deployment choice, whether as an integrated solution or as standalone subsystems for disaggregated multivendor solutions.
+Added: A key of security feature of Apollo used broadly in critical infrastructure and enterprise deployments is Layer 1 Optical Encryption supported by standard and Post Quantum Computing algorithms.
+Added: • The Muse SDN multi-layer Domain Orchestrator is a suite of cloud-native applications that deliver SDN domain orchestration for underlying Neptune IP and Apollo Optical networks.
+Added: This covers complete lifecycle management and automation to speed up time to revenue, reduce Total Cost of Ownership ("TCO"), and facilitate integration into wider ecosystems.
+Added: It is powered by a carrier-grade, cloud-native Platform as a Service ("PaaS") and works in conjunction with our LightSOFT TM network management system.
+Added: Built for a 5G services world, Muse enables network operators to programmatically configure and combine hard and soft slicing technologies to create slices appropriate to different sets of 5G-enabled services and customer sub-networks.
+Added: Then, using a rich set of tools, operators can design, provision, and assure a broad array of services on top of the slices.
+Added: IP Optical Networks Competition
+Added: Competition in the markets addressed by our IP Optical Networks products is strong.
+Added: The market is shifting from an ecosystem dominated by a few large telecommunications legacy hardware equipment companies with proprietary solutions such as Ciena, Cisco, and Nokia, to a market that is characterized by a combination of closed and open solutions, software-defined networking, and dis-aggregation ready for next generation networks, services and applications including 5G.
+Added: Leveraging commercial technology, we believe this shift creates opportunities for us to increase our share as compared to direct competitors such as Cisco, Juniper Networks, Inc., Huawei, Nokia, Ciena Corporation, Infinera Corporation, ADVA Optical Networking SE, and Fujitsu Limited.
+Added: We believe a key differentiation from these competitors is our optimized and integrated multi-layer IP optical solutions.
+Added: Services and Support
+Added: As service providers and enterprises increasingly adopt IP-based voice, multimedia, IP and optical transport networks and 5G communications solutions for their markets, they are challenged to find the expertise to install, maintain, and repair these platforms.
+Added: We have a rich history of providing a broad offering of service-based solutions to complement our products and to help service providers and enterprises grow revenues, serve customers, reduce costs, and improve productivity.
+Added: Our Global Services organization provides a wide range of services to enable our customers to achieve those goals.
+Added: Professional and Project Management Services include hundreds of VoIP, IMS voice services and IP and Optical networking specialists and partners offering technical depth, network breadth and tools to assist customers in all aspects of network modernization, design, and deployment.
+Added: Our Maintenance Support offerings deliver a comprehensive support strategy for all products, applications, and solutions purchased.
+Added: Our Managed Services offer proactive monitoring to keep customers' production communications running smoothly so they can concentrate on running their business.
+Added: In addition, our Education Services help ensure customers have the technical knowledge and skills necessary to achieve service readiness and delivery goals to accelerate time-to-market, manage costs, and get the most out of our products and solutions that they use.
Sales and Marketing
−Removed: We sell our software products, solutions and services to our customers with a direct internal sales force and also indirectly via channels and partnerships globally, leveraging the assistance of service provider channels and VARs such as Verizon Communications Inc.
−Removed: and distributors such as Westcon Group Inc., Ingram Micro Inc., BlackBox Corporation and Arrow S3.
−Removed: Our channel partner programs are designed to serve particular markets and provide our customers with opportunities to purchase our products in combination with related services and products.
−Removed: For example, Ribbon is a Microsoft Gold Communications Partner and helps enterprises optimize Skype for Business and Teams deployments by securing those communications.
−Removed: As a primary supplier of software solutions to Tier 1 service providers (a service provider that can reach every other network on the Internet without purchasing IP transit), we require a strong worldwide presence.
−Removed: We have an established sales presence throughout North America, Europe, Asia/Pacific, the Middle East, Africa and Central/South America.
−Removed: We also have a dedicated direct sales team focused on the enterprise, industry verticals and federal government sector in the United States.
−Removed: Our marketing team is focused on promoting company brand awareness, increasing our software solutions, product, technology and services differentiation and awareness via webinars, company web sites, advertising and digital outreach, as well as generating qualified sales leads.
−Removed: We promote thought leadership on technology and our solutions within the industry by
−Removed: participating in and speaking at industry events and conferences and via social network campaigns and blogs.
−Removed: Our marketing team also provides briefings to industry analysts on a regular basis and at major industry events, communicates with the media in connection with noteworthy public announcements.
−Removed: Please see generally the risks that are discussed in Item 1A.
−Removed: "Risk Factors" for risks related to our sales strategy.
+Added: We sell our portfolio of products and solutions to service provider and enterprise customers around the globe through both direct sales and indirectly through channel partners, including independent resellers, distributors, and system integrators.
+Added: Most of our sales to service providers are done directly and most sales to enterprises are done through channel partners.
+Added: Our direct sales team is organized geographically and by major customers and market to support customer requirements.
+Added: The sales organization is divided into two regional sales teams – one responsible for the Americas, and one responsible for EMEA (Europe, Middle East and Africa) and APAC (Asia Pacific, including India).
+Added: Our sales teams sell our full portfolio of products and solutions from both segments to customers in each salesperson's assigned region.
+Added: Our direct sales force 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.
+Added: Our marketing organization is responsible for building awareness of our brand in the markets served and driving engagement with our strategies, solutions, and products.
+Added: It promotes our brand and portfolio value propositions to key stakeholders, including our customers, channel partners, and prospects globally.
+Added: The organization develops all of our corporate and portfolio messaging for different target audiences, and manages all customer and industry communication channels, including public relations, digital content (including for the web and social media), events, and trade shows, as well as demand generation and account-based marketing campaigns in conjunction with our sales force.
Manufacturing
−Removed: A number of our software products are deployed on appliances.
−Removed: Where our products contain an appliance element, we utilize contract manufacturers to source and assemble these components.
−Removed: Our contract manufacturers provide comprehensive manufacturing services, including assembly and testing of our products and procurement of component materials on our behalf.
−Removed: We believe that outsourcing the manufacturing of any necessary appliance enables us to preserve working capital, allows for greater flexibility in meeting changes in demand and enables us to be more responsive in delivering diverse product offerings to our customers.
−Removed: As of December 31, 2019, we outsourced the manufacturing of our appliance products to four manufacturers, two upon which we primarily rely.
−Removed: We and our contract manufacturers purchase several key components of our appliance products, including commercial digital signal processors, from single or limited sources.
−Removed: We purchase these components on a purchase order basis.
−Removed: Our purchases of direct materials and components for manufacture were approximately $70 million in 2019 and $75 million in 2018.
−Removed: Going forward, we expect our overall trend of a reduction in direct material purchases to continue as the software richness within our products increases while the remaining appliance content declines.
−Removed: Please see generally the risks that are discussed in Item 1A.
−Removed: “Risk Factors” for risks related to our manufacturing operations and use of contract manufacturers.
+Added: We rely on leading global contract manufacturers and original design manufacturers to manufacture, assemble, test and ship our products.
+Added: We enjoy long-term relationships with our contract manufacturers and regularly review business relationships in an attempt to reduce cost of goods and supply risks.
+Added: We employ formal quality, environmental and ethics management programs with all of our contract manufacturers.
+Added: Our leading manufacturers have presence in multiple international locations.
+Added: This enables us to implement a flexible manufacturing and logistics landscape for each product line and target markets.
+Added: This structure also facilitates redundancy and business continuity to mitigate risks related to adverse trade tariff, taxation, and natural disasters.
+Added: Moreover, we wholly own the intellectual property related to fabrication files, assembly, testing algorithms and manufacturing operating procedures, thus reducing sole dependency on a specific contract manufacturer.
+Added: Inventory Suppliers and Sourcing
+Added: We work with strategic global suppliers for our key integrated circuit components, systems, and software.
+Added: Certain of our networking products use third-party optical modules embedded on board or configured as pluggable units.
+Added: These modules are designed and manufactured by leading optical technology vendors and supplied to us based on agreed-upon our controlled performance specifications.
+Added: Our policy is to purchase major components directly from original suppliers or from authorized distributors.
+Added: We regularly review market trends and volume demand for newly introduced products with our suppliers and distributors to negotiate reduced component pricing as the products mature.
+Added: We carefully manage end-of-sale and end-of-life transitions to maximize return on investment and minimize wasted material, while maximizing customer satisfaction.
+Added: When we must source such end-of-life components from distributors and brokers, we typically encounter increased component pricing.
+Added: In some cases, when such parts cannot be sourced reliably any longer in the open market, we undertake costly redesign efforts with alternative components.
+Added: In order to maintain competitive lead time for our customers, we employ sophisticated demand and supply management systems.
+Added: We also utilize agility and safety stock processes to meet higher-than-forecasted customer demand to stock raw material and sub-assembly inventory.
+Added: We occasionally experience unforeseen demand drops of certain products or sub-assemblies due to technology evolution, customer consumption behavior, or shortened product lifecycle.
+Added: We regularly review current inventory levels to ensure adequate reserves for excess and obsolete inventory arising from shortened product life cycle or demand drops.
Research and Development
−Removed: We believe that strong software product development capabilities are essential to our strategy of enhancing our core technology, developing additional security and network modernization features and maintaining comprehensive software and service offerings.
−Removed: Our research and development process leverages innovative technology in response to market data and customer feedback.
−Removed: As part of this process, we regularly review research and software development investments in our products and balance them against market demand.
−Removed: We have assembled a team of highly skilled engineers with significant transcoding, UC application and networking industry experience.
−Removed: Our engineers have deep experience in software design and development.
−Removed: Our engineering effort is focused on Edge, NextGen UC, NFV, security and cloud-based architecture software product development.
−Removed: As of December 31, 2019, we maintained research and development offices in the United States, Canada, India and the United Kingdom.
+Added: Our global research and development ("R&D") workforce is geographically distributed across a balanced set of high-cost and low-cost centers of excellence.
+Added: This allows us to distribute work in a cost-effective manner and provide time-zone sensitive
+Added: support to our global sales team and customers.
+Added: We supplement our deep in-house expertise with a small set of long-term contracting partners, allowing us to flex up and down as required to match customer demand.
+Added: To maintain our position as a technology leader, we continue to invest in our development methodologies, leveraging and adopting industry best practices in the domains of DevOPs, Continuous Integration, Security and Test Automation.
+Added: In addition to delivering product-specific feature requests from our customers, our R&D resources that are focused on our Cloud and Edge business segment continue to focus on leading edge technology that will allow our customers to move from purpose-built appliances to fully virtualized solutions, including private and public cloud deployment models as they modernize their networks.
+Added: We are also investing in aaS variants of our products, fully integrated with cloud-native operational models.
+Added: Our IP Optical Networks R&D team continues to focus on empowering our customers with better performance and cost-efficient solutions, improved cost-per-bit, and reduced power and space requirements to lower operating costs.
+Added: We create innovative solutions that address the exponential increases in bandwidth consumption with improving operational efficiency.
+Added: Our unique value-add is demonstrated by advanced well-integrated optical and packet solutions managed by state-of-the-art cross platform SDN management system.
+Added: We leverage modern technologies and industry best practices across all our products and solutions to provide security at each layer of the solution, enabling end to end security of the overall system.
+Added: We continue to invest in analytics and automation to allow our customers to operate our solutions at scale with end-to-end visibility and control over the robustness, security, and efficiency of the solution.
+Added: Intellectual Property
+Added: We believe intellectual property is fundamental to our business and success, and we depend upon our ability to develop, maintain and protect our technology.
+Added: We seek to safeguard our investments in technology and rely on a combination of U.S.
+Added: and foreign patent, trademark, trade secret and copyright law and contractual restrictions to protect the proprietary aspects of our technology.
+Added: As of December 31, 2020, we had been issued 693 patents in the U.S, which expire between 2021 and 2039, and had 64 in-process patent applications in the U.S.
+Added: As of such date, we also had 314 issued patents in foreign jurisdictions, and had 35 patent applications.
+Added: As of December 31, 2020, we had 34 trademarks registered in the U.S.
+Added: and 99 trademarks registered in foreign jurisdictions.
+Added: In addition to the protections described above, we seek to safeguard our intellectual property by employing measures to protect against the unauthorized use or disclosure of the source and object code for our software, documentation and other written materials;
+Added: licensing our software pursuant to signed license agreements, which impose restrictions on others' ability to use our software;
+Added: and seeking to limit disclosure of our intellectual property by requiring employees and consultants with access to our proprietary information to execute confidentiality agreements.
+Added: We have incorporated third-party licensed technology into certain of our products and may be required to license additional technology from third parties to develop new products or to enhance existing products.
+Added: Although many companies are often willing to enter into such licensing agreements, no assurance can be provided that such licenses can be negotiated on reasonable terms, or at all.
+Added: The failure to enter into technology development or licensing agreements, when necessary, could limit our ability to develop new products and could harm our business.
+Added: Despite our efforts to protect our technology and proprietary rights as discussed above, unauthorized parties may still obtain and use our technology and software.
+Added: We have defended, and intend to vigorously defend when necessary, our intellectual property from infringement.
+Added: 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.
+Added: 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.
+Added: Regulatory Considerations
+Added: As a company with global operations, we are subject to complex U.S.
+Added: and foreign laws and regulations, including trade regulations, tariffs, import and export regulations, anti-bribery and corruption laws, antitrust or competition laws, cybersecurity, privacy and data protection, among others.
+Added: In addition, our operations are also subject to a number of environmental regulations such as the Waste Electrical and Electronic Equipment Directive ("WEEE") and the Directive on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment ("RoHS").
+Added: We have developed policies and
+Added: procedures to assist us in complying with these laws and regulations.
+Added: Our historical compliance costs, including those related to environmental regulations, have not resulted in a material adverse effect on our business, results of operations or financial condition.
+Added: We expect the laws and regulations to which we are subject will continue to increase and the future costs of compliance with existing or new regulations could materially impact our business in the future.
+Added: Our Employees
+Added: As of December 31, 2020, we had a total of 3,784 employees worldwide, of which approximately 30% were located in North America, 37% were located in our APAC region, 29% were located in our EMEA region and 3% were located in Central and Latin America.
+Added: Approximately 21% of our employees identify as female.
+Added: As an international company, we are committed to maintaining a diverse and inclusive workforce, and empowering all employees.
+Added: Approximately 720 employees are covered by collective bargaining agreements or works councils and we believe that our relations with the labor unions are generally good.
+Added: Our values are focused on teamwork, passion (taking pride in our achievements), being a trusted advisor to our customers, innovation and being "TRUE" - Transparent, Respectful, Unpretentious and Empowered.
+Added: Engaging our employees includes aligning with these values and providing a workplace that is one in which we all work toward shared objectives that contribute to a better world and a better society.
+Added: We engage our employees by providing opportunities for personal and professional growth and maintaining a culture of open communications where everyone receives constructive performance feedback and is encouraged to offer new ideas about any aspect of the work we do and our ways of doing things.
+Added: Employee Benefits.
+Added: We believe in fairly and competitively rewarding our employees.
+Added: As a global company, we maintain a program of benefits tailored to local market norms in each region to support employees with medical insurance, paid leave and other non-salary benefits.
+Added: For example, in the U.S.
+Added: and EMEA, we maintain a Real Time Rewards program to enable recognition of employee achievements and contributions.
+Added: This on-line program allows anyone to nominate a co-worker for recognition.
+Added: We believe this program encourages cross-functional teams, providing a way of acknowledging team members who may not be in the same employment reporting structure.
+Added: In 2020, almost 1,000 Real Time Rewards were delivered to employees who received a cash benefit of between $25 and $100, or other non-monetary recognition.
+Added: Training and Development .
+Added: We believe investing in our employees professional development so that they can perform their current roles more effectively and can be prepared for roles of greater responsibility in the future.
+Added: Our training programs utilize a combination of in-person and online programs and include core modules, some of which are mandatory, relating to ethical conduct, products and services, safety, human rights and anti-corruption, as well as additional tailored programs on topics such as leadership, management, project management and competency development.
+Added: In 2020, we delivered approximately 12 training hours per employee across our workforce.
+Added: Safety, Health and Well-being .
+Added: We strive for a workplace that is free of hazards for our employees.
+Added: We take care to comply with applicable safety regulations and have a strong track record for safety that we reinforce through regular training modules in all of our locations.
+Added: In 2020, as a result of the COVID-19 pandemic, we took a number of steps to help ensure the safety and well-being of our employees.
+Added: This included closing our offices and shifting most employees to work from home.
+Added: We instituted a phased return to occupancy plan that provides for a gradual return of employees to our locations based on the current conditions in the geographic region the office is located in, as well as local regulations.
+Added: In addition, we have taken a number of steps, including increased sanitation, requiring masks and limiting the number of people allowed in common areas and conference rooms, to help further protect employees returning to the office.
+Added: We have provided regular communications to our employees to update them on our policies and created a COVID-19 resource site for them that includes information and resources on working from home and links to official resources from the World Health Organization, the Centers for Disease Control and others.
+Added: In light of the restrictions on movement and new levels of stress experienced as a result of the COVID-19 pandemic, we started a “Better Together” wellness month that aimed to promote mental and physical well-being and allow employees around the world to get to know each other and have fun.
+Added: This online program utilized a personal wellness coaching application that allowed for round-the-clock access for teams in all regions.
+Added: The program featured live and recorded sessions on a range of topics relating to health and nutrition, work-from-home support, stress management, mindfulness and parenting during the COVID-19 pandemic.
+Added: Employees can post their activities and encourage others to post their activities as well.
+Added: Nearly 1,300 employees representing every region participated in the program.
+Added: Community Investment .
+Added: We value the communities in which we work.
+Added: We encourage a service mindset among our employees wherever they are and support community involvement and engagement.
+Added: To that end, since 2010, we have provided a day of
+Added: paid time off for all employees to participate in our Global Day of Service during which they are encouraged to volunteer and contribute to local non-profits in their communities.
+Added: Measuring Employee Engagement .
+Added: We believe one of the best ways to monitor our overall employee engagement is through monitoring employee turnover rates, as successful employee engagement helps increase employee tenure and reduce voluntary turnover.
+Added: As of December 31, 2020, our voluntary employee turnover was approximately 6% globally, which we believe is significantly better than industry averages.
+Added: Our average employee tenure is approximately 11 years and more than 41% of our employees have been with Ribbon (and our predecessor companies) for more than ten years.
+Added: As a further way of measuring employee engagement, in 2020 we conducted our first employee pulse survey to better understand employee’s views on items such as our strategy, communication and whether or not they would recommend Ribbon as a place to work.
+Added: More than 82% employees participated in our initial survey.
+Added: We intend to use the results from this and future surveys to look for ways to continually improve our employee engagement.
+Added: Corporate Governance and Social Responsibility
+Added: We are committed to operating ethically, efficiently and inclusively.
+Added: We believe we contribute to the communities in which we operate through the mitigation of climate change and other global sustainable development priorities.
+Added: 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.
+Added: We believe that communications technology and continuous innovation form the backbone upon which sustainable development largely depends.
+Added: Major technology trends supported by our solutions include the accelerated adoption of Collaboration platforms such as Microsoft Teams and Zoom;
+Added: the 5G revolution;
+Added: accelerating customers' ability to transfer carbon-intensive data storage from using local physical environments to the cloud;
+Added: supporting service providers’ increased network demands to allow more people to work from home;
+Added: and using our analytics solutions to maximize network efficiencies.
+Added: In 2019, we published our Environmental Policy that sets forth our goals within which our global business operations to conserve natural resources and minimize negative impacts that our activities, products and services may have on the global and local environment.
+Added: Pursuant to this policy, 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.
+Added: 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.
+Added: We align our compliance goals with component directives such as RoHS legislation in the European Union and China and with the European WEEE directive.
+Added: We also hold a host of internationally recognized certifications for our global offerings, including ISO 9001:2015 - Quality Management Systems;
+Added: ISO 14001:2015 - Environmental Management Systems;
+Added: and SI 10000:2013 – Social Responsibility (covering our sites in Israel).
+Added: It has always been paramount to our way of doing business to act with the utmost integrity, honesty and transparency.
+Added: Our commitment to ethical business practices guide us in our compliance with national and international laws and regulations, including anti-corruption, anti-bribery and unfair competition, antitrust and human rights.
+Added: We maintain a Code of Conduct that applies to all of our directors, employees, contractors and suppliers.
+Added: We are committed to strong corporate governance practices, which include building long-term value and assuring success for our stockholders and other stakeholders, including employees, customers and the communities in which we operate.
+Added: For additional information regarding our corporate governance and our social responsibility goals and initiatives, please see “Corporate Governance” on our investor relations website (investors.
+Added: ribboncommunications.com) and our most recent sustainability report, which is available at ribboncommunications.com/company/company-policies/sustainability-report.
We have experienced quarterly fluctuations in customer activity due to seasonal considerations.
We typically experience increases in order volume in the fourth quarter due to greater spending on operating and capital expenditures by our service provider customers.
−Removed: We typically experience reductions in order volume toward the beginning of the calendar year, when our service provider customers are finalizing their annual budgets, which may result in lower revenue in the first quarter.
+Added: We typically experience reductions in order volume toward the beginning of the calendar year, when our service provider customers are operationalizing their annual budgets and plans, which may result in lower revenue in the first quarter.
These typical seasonal effects may vary.
Accordingly, they should not be considered a reliable indicator of our future operating results.
−Removed: We sell products and services pursuant to purchase orders issued under master agreements that provide standard terms and conditions that govern the general commercial terms and conditions of the sale.
−Removed: These agreements typically do not obligate customers to purchase any minimum or guaranteed quantities, nor do they generally require upfront cash deposits.
−Removed: At any given time, we have orders for products that have not yet been shipped and for services (including our customer support obligations) that have not yet been performed.
−Removed: We also have orders relating to products that have been delivered and services that have been performed but have not yet been accepted by the customer under the applicable purchase terms.
−Removed: We include both of these situations in our calculation of backlog.
−Removed: A backlogged order may not result in revenue in the quarter in which it was booked, and the actual revenue recognized in a quarter may not equal the total amount of related backlog.
−Removed: In addition, although we believe that the backlog orders are firm, purchase orders may be canceled by the customer prior to shipment without significant penalty.
−Removed: Therefore, we do not believe that our backlog, as of any particular date, is necessarily indicative of actual revenue for any future period.
−Removed: We have begun to derive, and expect to continue to derive, a greater percentage of our revenue from the enterprise market and through sales channels where speed of fulfillment is essential to winning business.
−Removed: Consequently, we expect to earn a lower relative percentage of our total business from large service provider orders that are delivered over multiple quarters and years and that our backlog going forward will diminish both as a comparable metric to prior periods and as a relative percentage of total revenue (both service provider and enterprise).
−Removed: Our backlog was approximately $323 million at December 31, 2019 and approximately $340 million at December 31, 2018.
−Removed: Our Employees
−Removed: At December 31, 2019, we had a total of 2,209 employees, comprised of 1,289 employees located in the Americas, 234 employees located in the Middle East, Africa and Europe and 686 employees located in the Asia Pacific region.
−Removed: Certain of our employees are represented by collective bargaining agreements, primarily in Europe.
−Removed: We believe our relationships with our employees are good.
−Removed: Segment Information
−Removed: We operate in a single segment.
−Removed: Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance.
−Removed: To date, our chief operating decision maker has made such decisions and assessed performance at the company level, as one segment.
−Removed: Our current chief operating decision makers are our Interim Co-Presidents and Chief Executive Officers.
−Removed: Pending Merger
−Removed: On November 14, 2019, we entered into an Agreement and Plan Merger (the "ECI Merger Agreement") with Eclipse Communications Ltd., an indirect wholly-owned subsidiary of the Company ("Merger Sub"), Ribbon Communications Israel Ltd., ECI Telecom Group Ltd.
−Removed: ("ECI") and ECI Holding (Hungary) kft, pursuant to which Merger Sub will merge with and into ECI, with ECI surviving such merger as a wholly-owned subsidiary of the Company (the "ECI Merger").
−Removed: Our Board of Directors (the "Board") unanimously approved the ECI Merger Agreement and the transactions contemplated thereby.
−Removed: We held a stockholder meeting on January 27, 2020 (the “Special Meeting”), at which stockholders approved an issuance of 32.5 million shares of our common stock (the “ECI Stock Consideration”) as partial consideration in the ECI Merger.
−Removed: As provided in the ECI Merger Agreement, at the time of the closing, all equity securities of ECI issued and outstanding immediately prior to the closing will be converted into the right to receive consideration consisting of $324 million in cash (the "ECI Cash Consideration") and the ECI Stock Consideration, less the amount of indebtedness of ECI.
−Removed: ECI equityholders will also receive approximately $31 million from ECI's sale of real estate assets.
−Removed: We intend to fund the ECI Cash Consideration with proceeds from a new $500 million credit facility that we expect to enter into with Citizens Bank, N.A.
−Removed: and Santander Bank, N.A., as joint lead arrangers and bookrunners, in connection with the closing of the ECI Merger (the “2020 Credit Facility”).
−Removed: The 2020 Credit Facility consists of a $400 million term loan, which will be used in part to fund the merger, and a $100 million revolver that is projected to be undrawn at closing.
−Removed: The 2020 Credit Facility will retire our existing credit facility.
−Removed: Immediately following the closing, it is expected that the former holders of ECI will own approximately 23% of our outstanding common shares.
−Removed: The ECI Merger is expected to close in the first quarter of 2020, subject to regulatory approvals and customary closing conditions.
−Removed: Our Company History
−Removed: We were organized as a Delaware corporation on May 19, 2017, initially under the name Solstice Sapphire Investments, Inc., for the purpose of effecting the merger of Sonus and GENBAND.
−Removed: The Merger occurred on October 27, 2017.
−Removed: Upon completion of the Merger, Sonus and GENBAND became wholly-owned subsidiaries of Solstice Sapphire Investments, Inc., which concurrently changed its name to Sonus Networks, Inc.
−Removed: On November 28, 2017, Sonus Networks, Inc.
−Removed: changed its name to Ribbon Communications Inc.
−Removed: Ribbon succeeded to and continues to operate, directly or indirectly, the then existing businesses of Sonus and GENBAND.
Additional Information
−Removed: Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed with or furnished to the United States Securities and Exchange Commission (the “SEC”), are available free of charge through the SEC's Internet site ( http://www.sec.gov ) or our Internet site ( http://www.ribboncommunications.com ) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
+Added: Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed with or furnished to the United States Securities and Exchange Commission (the “SEC”), are available free of
+Added: charge through the SEC's Internet site ( http://www.sec.gov ) or our Internet site ( http://www.ribboncommunications.com ) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Information contained on, or that can be accessed through, our website does not constitute a part of this annual report and is not incorporated by reference herein.
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.