What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-03-11 · 127 added, 101 removed, 281 unchanged (45% of the section changed)

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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.

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.

We are headquartered in Plano, Texas, and have a global presence with research and development or sales and support locations in over thirty countries around the world.

Company History

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and GENBAND US LLC ("GENBAND") in October 2017, with both companies specializing in secure high-performance Voice Over Internet Protocol ("VoIP") technology and solutions.

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.

Prior to that, GENBAND acquired assets of Nortel’s Carrier division in 2010, which included 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.

Since our formation in 2017, we have completed several acquisitions to strengthen and expand our portfolio of product offerings to service providers and enterprises.

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

Within these broad industry themes, investment in our products and services is driven by several key industry trends.

Within these broad industry themes, investment in our products and services is driven by several key industry trends and strategy priorities.

Deployment of 5G Mobile Technology

We believe one of the most significant investments underway by mobile carriers across the world is the deployment of 5G broadband cellular technology.

This architecture shift impacts the entire ecosystem, from handsets and Radio Access Network through the metro and core network and back-office systems.

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

We believe new mobile applications will emerge, such as Reality/Virtual Reality ("R/VR"), cloud gaming, telehealth, Internet of Things ("IoT"), and Industry 4.0, all made possible by the massive bandwidth increases, low latency and highly secure infrastructure that 5G provides.

The investment is not limited to the mobile infrastructure itself;

enhancements are needed at the data transport and management layers of the network as well, driving fiber and IP Networking to the very edges of the network.

This investment cycle and technology disruption is an opportunity for new innovative suppliers to be selected.

Demand for Hyper-Connectivity and Bandwidth Driving Fiber Access Deployment

Our global information society is overflowing with telecommunications data traffic, for business, entertainment, education, surveillance, industrial control, online retail, and many other applications.

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 accelerate, straining existing broadband and mobile networks.

While 5G, and next generation WiFi, are the technologies of choice for the wireless network, there is also a surge of investment targeted at addressing the bottle neck of the broadband access network with higher capacity fiber connections.

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 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.

Forward-looking service providers are taking advantage of government funding programs to expand network capacity and transform the communities they serve.

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.

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.

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

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

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-premises computing and communications 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.

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

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

Evolution of Communications Service Provider Networks

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

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.

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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.

This presents a significant growth and market share opportunity.

Insatiable Demand for Hyper-Connectivity and Bandwidth Driven by New Services, Applications, and the Cloud

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 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.

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

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

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

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

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

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.

The “critical infrastructure” market vertical is defined as those companies whose assets, systems, and networks, whether physical or virtual, are considered vital to a country’s national interest.

Critical infrastructure providers are under increasing pressure to support new services, reduce carbon emission, improve security, expand automation, and increase safety.

Achieving these goals requires a transition to a modernized, secure communications network that supports both IP and optical transport seamlessly.

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.

Achieving these goals requires a transition to a modernized, secure communications network that provides seamless IP connectivity and services and very high capacity optical transport.

With an 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.

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.

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These solutions integrate intelligent optical transport with agile IP networking to provide a converged, secure, communication network.

Addressing the “Digital Divide” with Rural Broadband and High-Speed Internet Connectivity

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.

Forward-looking service providers are taking advantage of government funding programs to expand network capacity and transform the communities they serve.

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.

Strategy Overview

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 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 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.

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.

Our transformative acquisition of ECI in 2020 dramatically expanded our addressable market beyond secure voice communications into IP Networking, Optical Transport, and Software-Defined Networking ("SDN") Management and Automation.

We are implementing a focused strategy to target our broad global base of Service Provider and Enterprise customers to establish Ribbon as key supplier of networking solutions.

Key elements of the strategy include:

• Operational Integration – In order to provide laser focus on the unique aspects of our portfolio, a business unit model was initially adopted along with regional sales teams and an integrated corporate organization.

This has served us well over the last three years.

However, we are seeing a growing number of opportunities where closer collaboration would be beneficial.

As a result, in 2023 we have re-organized the Company and created a single leader for both of our segments with the establishment of a Chief Operating Officer role.

Similarly, the go-to-market team has been unified with the establishment of a single Global Sales Leader role.

Internally we launched the "Ribbon 3.0" program, reflecting the continued transformation of the Company and a drive towards best-in-class operational efficiencies and execution.

• Cross-Selling and Tier One Service Provider Growth - 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 our complete portfolio.

In particular, we are focused on penetrating the largest service providers around the world in order to drive long term growth and improved competitiveness.

• North American IP Optical Networks Market Share – We expect to continue to unlock the value of our 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 identified opportunities where we have been able to combine technology from both our Voice and IP Routing portfolios in order to address a clear customer need and differentiate our offering.

We continue to build on early cross-selling successes and have multiple promising pipeline opportunities in progress for 2023.

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

We want to be at the forefront of preparing our customers for the deployment of 5G on two major fronts:

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

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.

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

As an example, we have recently been selected by Bharti Airtel in India to provide a Cell Site Router (CSR) IP platform as they launch 5G mobile services in the country.

In addition, Bharti has also selected our Apollo Optical Transport platform for Long Haul DWDM transport.

Similarly, Rogers in Canada is deploying our Apollo solution for both mobile and fixed broadband services.

• 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.

We believe this transition is instrumental in continuing to improve our profitability and competitiveness, and in 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.

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 medium-size 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.

• 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 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.

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.

Our customers are comprised of a diverse set of service providers and enterprises located in over 140 countries around the world.

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Segment Information

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:

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

We had previously operated in a single segment.

Cloud and Edge Business Segment

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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.

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.

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("TNS") for our Identity Assurance and Call Trust offerings.

• Guavus, Inc., NETSCOUT Systems, Inc., Niometrics Pte Ltd, Empirix Inc.

• NETSCOUT Systems, Inc., Niometrics Pte Ltd, Empirix Inc.

and Ericsson for our Analytics offerings.

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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 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 open architecture multivendor solutions.

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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.

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

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Services and Support

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.

As communication networks continue to grow increasingly vital to society and business, and complexity grows with every new technology introduction cycle, service providers are increasingly challenged to control costs and 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 their customers, reduce costs, and improve productivity.

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

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

Our direct sales team is organized geographically and by major customers and market to support customer requirements.

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).

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

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

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Our marketing organization is responsible for building awareness of our brand in the markets served and driving engagement with our strategies, solutions, and products.

It promotes our brand and portfolio value propositions to key stakeholders, including our customers, channel partners, and prospects globally.

It promotes our brand and portfolio value propositions to key stakeholders,

including our customers, channel partners, and prospects globally.

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.

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Certain of our networking products use third-party optical modules embedded on board or configured as pluggable units.

These modules are designed and manufactured by leading optical technology vendors and supplied to us based on agreed-upon our controlled performance specifications.

These modules are designed and manufactured by leading optical technology vendors and supplied to us based on agreed-upon controlled performance specifications.

Our policy is to purchase major components directly from original suppliers or from authorized distributors.

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When we must source such end-of-life components from distributors and brokers, we typically encounter increased component pricing.

In some cases, when such parts cannot be sourced reliably any longer in the open market, we undertake costly redesign efforts with alternative components.

In some cases, when such parts cannot be sourced reliably any longer in the open market, we undertake redesign efforts with alternative components.

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

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We regularly review current inventory levels to ensure adequate reserves for excess and obsolete inventory arising from shortened product life cycle or demand drops.

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

While this has moderated somewhat in the second half of 2022 and into 2023, issues remain and continue to affect our delivery execution and profitability.

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

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

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

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

We are also investing in open and optimized IP and Optical solutions as 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.

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

This enables us to work efficiently across borders and functions.

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

We strive to be a great employer 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, 2022, we had a total of 3,394 employees worldwide, located geographically as follows:

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Approximately 726 employees are covered by collective bargaining agreements or works councils and we believe that our relations with the labor unions are generally good.

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.

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.

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.

Ribbon's core 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.

We leverage these values to engage our employees, providing a workplace in which we all work with shared objectives that contribute to a successful business, better society, and a better world.

We also offer our employees opportunities for personal and professional growth, while maintaining a culture of open and transparent 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.

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:

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

Our goal is to continue to promote an environment that encourages all team members, regardless of race, sex, background, or affiliation, to take pride in their individual contributions.

In 2021, Ribbon introduced the DEI Council as part of our commitment to further our awareness of the different backgrounds, cultures, and experiences of our employees and to operationalize our efforts to build on these assets.

The DEI Council is composed of leaders representing all functions and geographies who are dedicated to creating greater awareness and education about DEI, setting priorities, and developing programs to fulfill these objectives in coordination with Human Resources (“HR”) and other internal stakeholders.

There were several key objectives in 2022, and one of our main areas of focus was to address the imbalance between the number of men and women in the company, a pervasive issue throughout the technology industry.

In addition, we wanted to enhance awareness of the impact of DEI company-wide, addressing any bias in our recruiting process, and strengthening the women’s leadership community.

Our initial DEI strategy is to achieve 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, 2022, 23% of our employees identified as female and those 770 employees are located geographically as follows:

Percentage of employees identifying as female

North America 24 %

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 .

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.

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

Employee Hiring, Turnover and Engagement.

We continue to monitor our overall employee engagement through HR metrics, such as total number of hires, voluntary turnover rates, new hire surveys, exit interviews and our annual employment

engagement survey.

We know that successful employee engagement helps increase employee attraction and retention.

The 2022 job market was very competitive, especially in the technology sector.

The challenging environment for both hiring and retaining talent resulted in increased time to hire and turnover rates.

For the year ended December 31, 2022, we hired 407 employees, a decrease of 28% from the number of employees hired in 2021, and our voluntary employee turnover rate in 2022 was 13.3% globally.

Another way we measure employee engagement is through our recently launched recognition program, “Real Time Rewards.” This program not only helps with engagement, but reinforces our “thank you culture.” Employees at Ribbon are able to recognize the achievements and contributions of their teammates, peers, and managers.

In 2022, approximately 4,000 such awards were given, whereby 44% of our employees was recognized and rewarded for their contributions.

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

Like many companies in our industry, voluntary attrition has increased significantly compared to prior years.

We continue to review the reasons provided by departing employees and have taken a number of actions to address these concerns, including expanding our Learning and Development programs, introducing Leadership Development for all levels of management and others, and establishing an annual focal compensation review, resulting in salary increases to remain competitive in local markets.

In addition, we continue to benchmark employee benefits and welfare programs.

All of these enhancements are to ensure we retain our key employees in a very competitive global employment market and provide additional targeted employee engagement in regional locations or functions with higher attrition.

Learning and Development (L&D) .

We believe that investing in our employees' personal and professional development enables them to perform their current roles with maximum effectiveness and to be prepared for roles of greater responsibility in the future.

Our strong L&D programs deliver employee empowerment, boost workplace engagement and relationships, and retain talent.

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

In 2022, we delivered more than 20 live training webinars, 10 manager/leader development programs, and approximately 13 training hours per employee across our workforce, an increase from approximately 11 hours in 2021.

Safety, Health and Well-being .

We strive for a workplace that is free of hazards for our employees.

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.

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 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.

We take care to comply with applicable safety regulations and have a strong track record for safety which we reinforce through regular training modules in all of our locations.

In 2022, Ribbon launched global Employee Assistance Programs (“EAP”) to employees and their families in all countries in which Ribbon operates.

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

The EAP Care Access Centre can be contacted toll-free, 24 hours per day, 7 days per week.

As a company that advocates a healthy and balanced lifestyle, we launched the Ribbon Wellness Program which is available to Ribbon employees and their families.

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

Topics covered in 2022 included healthy nutrition, stress management, fitness and physical health, as well as mental and emotional health.

As we continue to recover from the COVID-19 pandemic, we instituted a phased return to occupancy plan that provided for a gradual return of employees to our offices (typically two to three days per week) based on the conditions in the geographic region and in alignment with local regulations.

In the second half of 2022, we adopted a Hybrid Work Model where employees spend a minimum of two days per week working from a Ribbon office to encourage collaboration, innovation, and socialization, but maintain the flexibility to work remotely as well.

We have received positive feedback from employees who appreciate the flexibility Ribbon offers and how it has improved their work-life balance.

We continue to provide regular communications to our employees to update them on our policies and maintain a COVID-19 resource site 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.

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.

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.

Our Employee Engagement committees have developed ongoing relationships with local Non-Profit organizations where Ribbon and our employees are contributing both time and funds to provide needed support.

Ribbon also sponsors events and campaigns that support organizations such as the American Heart Association, Make a Wish Foundation, and the United Way.

In addition, since 2010, we have provided a day

of paid time off for all employees to participate in our Global Day of Service, during which employees and their families are encouraged to volunteer and contribute to local charitable organizations in their communities.

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

Corporate Governance and Social Responsibility

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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.

Our ESG 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.

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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.

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