What changed in this filing

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Item 1. Business

2022-03-11 compared with 2021-02-26 · 135 added, 108 removed, 247 unchanged (50% of the section changed)

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We are a leading global provider of communications technology to service providers and enterprises.

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.

We provide a broad range of software and high-performance hardware products, network solutions, and services that enable the secure delivery of data and voice communications, and high-bandwidth networking and connectivity for residential consumers and for small, medium, and large enterprises and industry verticals such as finance, education, government, utilities, and transportation.

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.

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Expanded our portfolio with additional network optimization, security, and data monetization applications, enabled by an advanced Big Data Analytics and Machine Learning platform.

On March 3, 2020, we completed the transformative acquisition of ECI Telecom Group Ltd.

("ECI"), based in Israel (the "ECI Acquisition").

The ECI Acquisition further expanded our focus and strategy to include optical transport and Internet Protocol ("IP") networking, switching, and routing products and solutions.

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.

• ECI Telecom Group Ltd.

("ECI") (March 2020) (the "ECI Acquisition"):

Further expanded our focus and strategy to include optical transport and Internet Protocol ("IP") networking, switching, and routing products and solutions, and 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

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Increased Adoption of Cloud Communications and Collaboration

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.

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.

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.

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

Evolution of Communications Service Provider Networks

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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.

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.

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.

They are migrating their networks and services software to run on private and/or public clouds (referred to as the "Telco Cloud") using cloud-native technologies, architectures and operational processes with automation and concepts such as Continuous Integration and Continuous Delivery ("CI/CD").

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

The newest generation of broadband cellular technology ("5G"), 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.

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.

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These applications, increasingly delivered from the cloud, generate a huge amount of data driven largely by the video and image components.

This exponential growth in data traffic is expected to continue and even accelerated, enabled by 5G upgrades to the mobile radio network.

This exponential growth in data traffic is expected to continue and even accelerate, enabled by 5G upgrades to the mobile radio network.

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.

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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.

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.

As an example, in the United States, the Infrastructure Investment and Jobs Act, 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.

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.

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Strategy Overview

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.

To realize this mission, we have begun the implementation of a focused strategy for our business underpinned by our transformative ECI Acquisition.

Our mission is to create a recognized global technology leader providing open, cloud-centric solutions spanning multiple network layers that enable the secure exchange of communications and information, with unparalleled scale, performance, and elasticity.

To realize this mission, we have begun the implementation of a focused strategy for our business underpinned by our transformative ECI Acquisition and migration of communications networks and software applications to the cloud.

• 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.

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.

The first phase of integration is completed, and we expect to continue the additional systems integration and process alignment activity in 2021.

We have made significant progress and largely completed this integration in 2021, 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.

• 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.

• 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.

• 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.

We have already experienced some early cross-selling successes with new IP Optical customer wins announced in the second half of 2020.

• North American IP Optical Networks Market Share - We expect to continue 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.

We have already experienced some early cross-selling successes with new IP Optical customer wins in North America announced in the second half of 2020 and in 2021.

• 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.

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and supporting their needs as new applications, including IoT and AI, become a reality with 5G.

• 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.

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.

This transition is instrumental in improving profitability and competitiveness, and growing the recurring revenue portion of our business.

• Edge Offerings - The market need and growth rate are higher at the network edge than at the core.

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.

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

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

This transition is instrumental in continuing to improve profitability and competitiveness, and growing the recurring revenue portion of our business.

• Enterprise Offerings - The market need and growth rate are higher at the network edge than at the core.

We are focused on growing this area of our business through our overall enterprise solutions for securing communications and our IP optical network connectivity solutions, which together are typically geared towards critical infrastructure, large enterprises, and small and medium businesses, building on our partnerships with key go-to-market channels and 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.

We have recently created a dedicated and expanded sales force focused on the enterprise market segment.

• Partnerships - We continually look to form industry partnerships that will enhance our current solution offerings to our customers.

• 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.

As part of this strategy, we completed the sale of our Kandy Communications business in December 2020 to American Virtual Cloud Technologies, Inc.

We believe that the sale enables us to be even more focused on executing

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.

As part of this strategy, we completed the sale of our cloud-based enterprise communications services (the "Kandy Communications Business") in December 2020 to American Virtual Cloud Technologies, Inc.

We believe that the sale enables us to be even more focused on executing 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.

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.

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the Cloud and Edge segment ("Cloud and Edge") and the IP Optical Networks segment ("IP Optical Networks").

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.

We had previously operated in a single segment.

Cloud and Edge Business Segment

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.

The Cloud and Edge segment provides secure and reliable software and hardware products, solutions, and services for VoIP communications, Voice Over LTE ("VoLTE") and Voice Over 5G ("VoNR") communications, as well as UC&C services to both service provider and enterprise customers.

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.

Cloud and Edge Products and Solutions

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.

Our Cloud and Edge portfolio delivers multiple solutions for enabling VoIP, VoLTE, VoNR, and UC&C in network, on-premises, or via the Telco Cloud for a broad range of service provider and enterprise customers.

The solutions provided with this portfolio include those for:

• Securing and providing resilient connectivity and calling via direct routing for Microsoft Teams, Zoom and other cloud-based UC&C applications.

• Securing and providing resilient connectivity and calling via direct routing for Operator Connect - Microsoft Teams, Zoom and other cloud-based UC&C applications.

• Securing contact center applications.

• Securing service provider hosted and managed unified communications ("UC") services.

• Securing network interconnects for communications services.

• Network transformation of fixed service provider voice services networks to help evolve, consolidate, and modernize legacy networks to VoIP and virtualized network environments.

• Network transformation of fixed service provider voice services networks to help evolve, consolidate, and modernize legacy networks to VoIP and onto virtualized network environments or the Telco Cloud.

• Implementing IP Multimedia Subsystem ("IMS") networks required by mobile service providers for VoLTE service deployments and for 5G voice services.

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• High performance carrier-grade compute platforms leveraging the latest advancements in silicon including NVIDIA GPU processors.

• 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").

• Fully cloud-native implementation supporting as-a-Service ("aaS") business models.

• Feature-rich virtualized and cloud-native software products for deployment in both private and public cloud environments such as Amazon Web Services ("AWS"), Microsoft Azure and Google Cloud Platform ("GCP").

• Fully cloud-native implementation supporting as-a-Service ("aaS") offers and business models.

• On-premises dedicated appliances that scale up and down to meet the most demanding performance and security requirements.

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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.

• 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.

• Enterprise Session Border Controllers and Edge products, deployable on premises or in the cloud, to enable the deployment and migration to secure cloud-based UC&C applications such as Microsoft Teams, Zoom Phone and service provider UC&C offerings, as well as securing cloud contact center offerings.

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

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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.

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.

Our customers utilize these capabilities to provide a better call experiences to their end-customers.

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.

Our customers utilize these capabilities to provide a better call experience to their end-customers.

• 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.

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:

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 network and Telco Cloud-based services and the next generation of IP-based voice communications services and includes multiple software-centric platforms and products including:

• Signaling products that provide network signaling for communications services.

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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.

("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.

("Huawei"), and Nokia Corporation ("Nokia"), to a market that is characterized by cloud-native software network function virtualization, hybrid private public cloud compute environments, and open interoperable interfaces.

We believe this shift creates opportunities for us to differentiate and gain share from competitors such as:

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for our SBCs, Enterprise Edge products and Ribbon Connect.

• Neustar, Inc., Metaswitch Networks (acquired by Microsoft) ("Metaswitch"), TransNexus, Inc.

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

and Transaction Network Services, Inc.

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and Ericsson for our Analytics offerings.

• Huawei, Metaswitch (acquired by Microsoft), Nokia and Ericsson for our Network Transformation offerings.

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

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

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High availability and security also make the solutions ideal for critical infrastructure delivering mission-critical services.

Our IP Optical Networks market-leading and multi-layer product portfolio consists of:

• 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.

Our Neptune product line streamlines end-to-end service delivery by combining carrier-grade service assurance, visibility,

and control with efficient multiservice IP networking.

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.

We believe this is a perfect fit for operators looking for solutions for multiservice aggregation, mobile backhaul and critical infrastructures.

With TDM CES support, legacy services are easily migrated onto the Neptune platform.

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.

• Our Apollo products provide programmable and open OTN capabilities with Dense Wavelength Division Multiplexing ("DWDM") support.

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.

Our IP Optical Networks multi-layer product portfolio consists of:

• The Apollo product line provides programmable and open Optical Transport Network ("OTN") capabilities over Dense Wavelength Division Multiplexing ("DWDM") support.

The OTN layer maps Ethernet and other services into OTN 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.

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.

Apollo supports both capacity-reach optimized optical transmission with up to 1.2 Terabytes per second per channel, as well as power-cost optimized 400 Gigabytes per second optical transmission leveraging 400G ZR+ pluggables.

The Apollo product line provides state-of-the-art transparent and flexible DWDM and OTN transport with integrated packet switching capabilities.

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Apollo combines high performance, low-latency OTN transport, and OTN switching with software-configurable optical routing for maximum efficiency.

Apollo is “self-aware” with intelligent reporting for efficient and SDN-ready operations.

Apollo also provides deployment choice, whether as an integrated solution or as standalone subsystems for disaggregated multivendor solutions.

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.

• 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.

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.

Apollo can dynamically reconfigure optimal links in the event of fiber failures to maintain service availability.

Apollo is “self-aware” with intelligent reporting for efficient and Software-Defined Networking ("SDN")-ready operations.

Apollo also provides deployment choice, whether as an integrated solution or as standalone subsystems for disaggregated open architecture multivendor solutions.

A key security feature of Apollo that is used broadly in critical infrastructure and enterprise deployments is Layer 1 Optical Encryption supported by standard and Post Quantum Computing algorithms.

• The Neptune product line of high-performance switching and routing solutions are optimized to provide a converged multi-access edge and the service aware routing needed for cost/performance optimized connectivity between consumers and the applications and services they are using.

Neptune provides a converged multi-access edge by supporting multiple services delivered over multiple access network technologies.

Ethernet interfaces ranging from Gigabit Ethernet ("GbE") through to 100GbE allow all IP/MPLS and Ethernet access networks to be supported, and pluggables providing XGS-PON, EPON and TDM circuit emulation allow PON access networks and legacy TDM access network to be supported.

Traffic from the access networks is aggregated and connected to the services, applications, and compute platforms, meeting the specific service level agreements required for each service, including guaranteed latency, jitter, capacity, or reliability.

To achieve this, Neptune uses a range of protocols such as IP/MPLS, MPLS-TP ("Transport Profile") and segment routing traffic engineered ("SR-TE").

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

In addition, Neptune provides a 400G ZR+ pluggable capability, allowing it to support both single layer IP over DWDM ("IPoDWDM") connectivity or multi-layer optimized IPoOTN/DWDM connectivity, whichever best meets the network operator's needs.

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

With Flexible Ethernet, enhanced timing and synchronization capabilities, 25GbE and 50GbE interfaces and high-capacity, high-density platforms, Neptune is also ideal for 5G deployments.

These capabilities and unique form factors such as DIN-rail mounting, street cabinet deployment and environmental capabilities also make Neptune a compelling solution for mission critical enterprises.

• The Muse SDN multi-layer Domain Orchestrator and cognitive software is a suite of cloud-native applications that deliver SDN domain orchestration for underlying multi-layer Neptune IP and Apollo Optical networks.

This covers complete lifecycle management and automation to speed up time to revenue, reduce Total Cost of Ownership, and facilitate integration into wider ecosystems.

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.

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Then, using a rich set of tools, operators can design, provision, and assure a broad array of services on top of the slices.

Muse's suite of advanced service and network control applications empower Service Providers to do more, through simple service creation and lifecycle management, proactive network assurance, network optimization, and automation.

Muse ensures that people and

systems receive the right tools to monetize the network effectively through intuitive graphical user interfaces or industry-standard Application Programmable Interfaces.

IP Optical Networks Competition

Competition in the markets addressed by our IP Optical Networks products is strong.

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.

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.

The market is shifting from an ecosystem dominated by a few large telecommunications legacy hardware equipment companies with proprietary solutions such as Ciena Corporation ("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, that leverage 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, Infinera Corporation, ADVA Optical Networking SE, and Fujitsu Limited.

We believe a key differentiation from these competitors is our optimized and integrated multi-layer IP optical solutions.

These solutions leverage our SDN, IP routing and optical networking and control plane technologies for both IP and Optical networking layers to create a truly integrated IP Optical Network that optimizes resource utilization in real time, and provides the best overall economics to customers differentiating us from our competitors.

Advanced planning algorithms design multi-layer IP Optical networks that maximize traffic handling with failure resiliency by looking holistically at all network layers, providing the best return on Capex.

These multi-layer optimized networks can then meet specific customer and service needs on a case-by-case basis.

Services and Support

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.

As service providers and enterprises increasingly adopt telco-cloud, 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.

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.

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

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.

Professional and Project Management Services include hundreds of cloud communications, 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.

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

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Sales and Marketing

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.

Most of our sales to service providers are done directly and most sales to enterprises are done through channel partners.

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Manufacturing

We rely on leading global contract manufacturers and original design manufacturers to manufacture, assemble, test and ship our products.

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.

We rely on global contract manufacturers and original design manufacturers to manufacture, assemble, test and ship our products.

We typically utilize long-term relationships with our contract manufacturers and regularly review business relationships in an attempt to reduce cost of goods and supply risks.

We employ formal quality, environmental and ethics management programs with all of our contract manufacturers.

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In order to maintain competitive lead time for our customers, we employ sophisticated demand and supply management systems.

We also utilize agility and safety stock processes to meet higher-than-forecasted customer demand to stock raw material and sub-assembly inventory.

We also utilize agility and safety stock processes to help meet higher-than-forecasted customer demand to stock raw material and sub-assembly inventory.

We occasionally experience unforeseen demand drops of certain products or sub-assemblies due to technology evolution, customer consumption behavior, or shortened product lifecycle.

For example, we encountered supply chain disruptions in 2021 due to component demand and logistics complications.

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

Our global research and development ("R&D") workforce is geographically distributed across a balanced set of high-cost and low-cost centers of excellence.

This allows us to distribute work in a cost-effective manner and provide time-zone sensitive

support to our global sales team and customers.

Our global research and development ("R&D") workforce is geographically distributed across a balanced set of centers of excellence.

This allows us to distribute work in a cost-effective manner and provide time-zone sensitive support to our global sales team and customers.

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.

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.

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.

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 and cloud-native solutions, including private, public, hybrid and multi-cloud deployment models as they modernize their networks.

We are also investing in aaS variants of our products, fully integrated with cloud-native operational models.

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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.

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.

We are also investing in open and optimized IP and Optical solutions a well as disaggregated networking solutions for our customers.

We leverage modern technologies and industry best practices across all of our products and solutions to provide security at each layer of the solution, enabling end to end security of the overall system.

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.

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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").

We have developed policies and

procedures to assist us in complying with these laws and regulations.

We have developed policies and procedures to assist us in complying with these laws and regulations.

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.

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Our Employees

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.

Approximately 21% of our employees identify as female.

As an international company, we are committed to maintaining a diverse and inclusive workforce, and empowering all employees.

As a global company, we continue to focus on improving our " One Team " approach, aligning around a work culture that reflects and expresses our values, with global processes and platforms that enable us to work efficiently across borders and functions.

We aim to create a workplace that is engaging, inspiring, challenging and inclusive.

We strive to be an employer of choice for our current employees and for future employees who are seeking an opportunity to join our dynamic business, positioned at the nexus of global communications technology and social transformation.

As of December 31, 2021, we had a total of 3,685 employees worldwide, located geographically as follows:

Number of employees Percentage of total

Asia 1,509 41 %

North America 997 27 %

EMEA 1,058 29 %

LATAM 121 3 %

Approximately 640 employees are covered by collective bargaining agreements or works councils, and we believe that our relations with the labor unions are generally good.

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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.

Employee Benefits.

We believe in fairly and competitively rewarding our employees.

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.

For example, in the U.S.

and EMEA, we maintain a Real Time Rewards program to enable recognition of employee achievements and contributions.

This on-line program allows anyone to nominate a co-worker for recognition.

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.

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.

Diversity, Equity and Inclusion ("DEI") .

We believe that having a diverse group of people who contribute different perspectives and viewpoints is a serious competitive advantage and critical to the success of any organization.

In our most recent survey completed in 2021, 89% of employees responded that they feel comfortable working at Ribbon and 87% agreed that our employees appreciate others whose gender, backgrounds and beliefs are different from their own.

We held our first annual Global Diversity Day in 2021 to engage employees in inspiring dialogue led by expert guest speakers on topics such as gender equality in the workplace and personal accountability for diversity.

Our DEI strategy's initial focus is on achieving stronger representation of women in a variety of roles at all levels of the organization, with an emphasis on women in management.

As of December 31, 2021, the percentage of employees in each region that identified as female was as follows:

Percentage of employees identifying as female

North America 20 %

Percentage of total employees identifying as female 23 %

We have established a number of goals to increase the number of women in our workforce.

For 2021, we established a goal that at least 25% of our new hires identify as female and we exceeded that goal with approximately 29% of our new hires identifying as female.

Longer term, we also want to improve the number of women in management roles and have established a goal of at least 30% of management roles to be held by women by 2025 (and 40% long-term) from an initial baseline of 16%.

Attracting women to technology careers has traditionally been a challenge, and we recognize the need to accelerate the hiring and advancement of women at Ribbon.

To support our efforts, we have created the Ribbon Diversity Council that will develop our DEI strategy and create initiatives to deliver stronger diverse representation at Ribbon, including initiatives aimed at improving our outreach to female candidates, expanding options for professional and leadership development, and raising awareness at all levels of the organization to encourage an understanding of more balanced representation of women and other under-represented groups across the Company.

Employee Turnover and Engagement.

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.

For the year ended December 31, 2021, our voluntary employee turnover was 11.6% globally.

Like many companies in our industry, this is up significantly from our historical levels.

While we have generally been able to successfully backfill these positions, we continue to review the reasons provided by employees as to their departure and have taken a number of steps to address these concerns, including implanting regional salary increases to remain competitive in local markets, reviewing employee benefits, introducing selective retention programs to ensure we retain our key employees in a very competitive employment market globally and providing additional targeted employee engagement in regional locations or functions with higher attrition.

As a further way of measuring employee engagement, in 2022 we again conducted an employee pulse survey to better understand employees' views on items such as our strategy, communication and whether or not they would recommend Ribbon as a place to work.

We intend to use the results from this and future surveys to look for ways to continually improve our employee engagement.

In 2021, we also created Ribbon Engagement Committees, employee-led groups in each of our major locations, charged with delivering programs of locally relevant activities and events that facilitate networking, enable exchange of ideas and help enhance employee satisfaction, productivity and engagement in local communities.

Training and Development .

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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.

In 2020, we delivered approximately 12 training hours per employee across our workforce.

In 2021, we delivered approximately 18 training hours per employee across our workforce, up from approximately 12 hours in 2020.

Safety, Health and Well-being .

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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.

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.

As a result of the ongoing COVID-19 pandemic, we have taken a number of steps to help ensure the safety and well-being of our employees.

This included closing our offices and shifting most employees to work from home.

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.

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.

We instituted a phased return to occupancy plan that provided for a gradual return of employees to our locations on a part-time basis (typically 2-3 days per week) based on the current conditions in the geographic region the office is located in, as well as local regulations.

In certain locations, such as India, we also sponsored COVID-19 vaccination drives to assist employees and their families in being able to receive COVID-19 vaccines.

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.

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.

This online program utilized a personal wellness coaching application that allowed for round-the-clock access for teams in all regions.

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.

Employees can post their activities and encourage others to post their activities as well.

Nearly 1,300 employees representing every region participated in the program.

Community Investment .

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We encourage a service mindset among our employees wherever they are and support community involvement and engagement.

To that end, since 2010, we have provided a day of

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.

Measuring Employee Engagement .

As of December 31, 2020, our voluntary employee turnover was approximately 6% globally, which we believe is significantly better than industry averages.

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.

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.

More than 82% employees participated in our initial survey.

We intend to use the results from this and future surveys to look for ways to continually improve our employee engagement.

To that end, since 2010, we have provided a day of 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.

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

Corporate Governance and Social Responsibility

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and using our analytics solutions to maximize network efficiencies.

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.

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.

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

Our recent materiality study reviewed the expectations and requirements of both our stakeholders and our competitors to focus on the ESG practices that are most critical to our business and those where we believe we can make the largest positive impact.

From this materiality study, we published a strategy which we believe will positively impact our future environmental performance, and deliver social benefits for our customers, employees and society at large.

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

We have developed three initial targets to display both our confidence in delivery and our commitment to supporting the United Nations' Sustainability Development Goals:

(1) reduction of our greenhouse gas emissions by 30% by 2030;

(2) improvement in our workforce diversity with a specific goal to achieve at least 30% of women in management by 2025;

and (3) enhancement of controls in our supply chain to improve ethical and sustainable conduct amongst our suppliers.

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

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

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

We also hold a host of internationally recognized certifications for our global offerings, including ISO 9001:2015 - Quality Management Systems;

ISO 14001:2015 - Environmental Management Systems;

and SI 10000:2013 – Social Responsibility (covering our sites in Israel).

We also hold a host of internationally recognized certifications for our global offerings, including ISO 9001:

2015 - Quality Management Systems;

2015 - Environmental Management Systems;

and SI 10000:

2013 - Social Responsibility (covering our sites in Israel).

It has always been paramount to our way of doing business to act with the utmost integrity, honesty and transparency.

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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.

For additional information regarding our corporate governance and our social responsibility goals and initiatives, please see “Corporate Governance” on our investor relations website (investors.

ribboncommunications.com) and our most recent sustainability report, which is available at ribboncommunications.com/company/company-policies/sustainability-report.

For additional information regarding our corporate governance and our social responsibility goals and initiatives, please see “Corporate Governance” on our investor relations website (investors.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.

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Additional Information

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.

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.

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.

What changed 10-K

Item 1. Business