Ribbon Communications Inc. Releases Second Quarter 2018 Financial Results

WESTFORD, Mass., July 31, 2018 /PRNewswire/ -- Ribbon Communications Inc. (Nasdaq: RBBN), a global leader in secure and intelligent cloud communications, today announced its financial results for the second quarter 2018.

"Our second quarter results demonstrate the progress we are making in firmly establishing Ribbon as a recognized leader in our industry," said Fritz Hobbs, President and Chief Executive Officer of Ribbon. "From our agreement to acquire Edgewater Networks, to further wins based on our NFV technology, we are intent on broadening our portfolio and helping our customers migrate their legacy networks to the cloud."

Second Quarter 2018 Financial Highlights(1,2)

    --  GAAP total revenue was $137 million, compared with $121 million in the
        first quarter of 2018 and $56 million in the comparable period a year
        ago.
    --  Non-GAAP total revenue was $145 million, compared with $135 million in
        the first quarter of 2018 and $56 million in the comparable period a
        year ago.
    --  GAAP net loss was $20 million, compared with a net loss of $45 million
        in the first quarter of 2018 and a net loss of $12 million in the
        comparable period a year ago.
    --  Non-GAAP net income was $14 million, compared with a net loss of $4
        million in the first quarter of 2018 and a net loss of $1 million in the
        comparable period a year ago.
    --  GAAP loss per share was $0.20, compared with a loss per share of $0.44
        in the first quarter of 2018 and a loss per share of $0.25 in the
        comparable period a year ago.
    --  Non-GAAP diluted earnings per share was $0.14, compared with a loss per
        share of $0.04 in the first quarter of 2018 and a loss per share of
        $0.02 in the comparable period a year ago.
    --  Non-GAAP Adjusted EBITDA was $20 million, compared with $1 million in
        the first quarter of 2018 and $1 million in the comparable period a year
        ago.
    --  Cash and investments were $55 million at June 30, 2018, compared with
        $85 million at the end of the first quarter of 2018 and $83 million at
        fiscal year-end 2017.

"Non-GAAP Revenue of $145 million and Adjusted EBITDA of $20 million in second quarter 2018 demonstrates solid business execution by the Ribbon team, including a focus on successfully concluding our ongoing integration efforts", said Daryl Raiford, Chief Financial Officer of Ribbon. "At this stage, we have operationalized over $75 million of integration synergies and, coupled with our first half business execution, we remain confident in our full year 2018 guidance of Adjusted EBITDA of $75 million and an end-of-year Adjusted EBITDA exit velocity of at least $100 million."

Second Quarter 2018 Customer and Company Highlights

    --  Ribbon signed an agreement to acquire Edgewater Networks, and upon
        closing of the acquisition, Ribbon is projected to become the market
        share leader(3) for enterprise Session Border Controllers (SBCs) and
        Network Edge Orchestration. This acquisition allows Ribbon to offer its
        global customer base a complete core-to-edge product portfolio,
        unrivaled end-to-end service assurance and analytics solutions, and a
        fully integrated SD-WAN service. The acquisition is expected to close in
        the third quarter of 2018.
    --  Ribbon powered a North American Tier One service provider's major fixed
        network transformation and interconnect projects leveraging Ribbon's
        softswitch, media gateways, SBCs and professional services.
    --  Ribbon and Verizon announced that they recently completed one of the
        largest VoIP (Voice over Internet Protocol) deployments in the
        Department of Defense's history, migrating more than 60,000 users to
        Ribbon's Joint Interoperability Test Command (JITC)-certified
        Application Server technology.
    --  The city of Los Angeles, which includes more than 40 departments and
        50,000-plus employees, signed an agreement to upgrade its Unified
        Communications (UC) capabilities and voicemail system with Ribbon's
        Kandy Business Solutions (KBS), replacing its legacy PBX and key systems
        with state-of-the-art, cloud-based UCaaS capabilities. A large segment
        of the end users covered under the agreement has already been migrated
        to the cloud as of the end of the second quarter.
    --  Ribbon continues to gain market share in Japan, a country in the early
        stages of IP migration, with multiple Tier One service provider wins.
        SoftBank accelerated its IP migration project and replacement of legacy
        equipment with Ribbon's SBCs. Another Tier One service provider selected
        Ribbon's SBC for network interconnection to other Japanese carriers.
    --  Ribbon extended its lead in the virtual SBC market with a win for a
        Cloud-based SBC for a new Web 2.0 mobile provider in the Asia/Pacific
        region. Ribbon, through its partnership with Verizon, signed a second
        customer, a large Enterprise, for Verizon's SBCaaS.

(1) The Sonus-GENBAND merger occurred on October 27, 2017. The consolidated financial results included in this press release represent the consolidated financial results of Sonus Networks, Inc., prior to October 27, 2017, and the consolidated financial results of Ribbon, on and after such date. The financial results of GENBAND are included in Ribbon's consolidated financial results beginning October 27, 2017.
(2) Please see the reconciliation of non-GAAP and GAAP financial measures, and additional information about non-GAAP measures, in the press release appendix.
(3 )Leadership placement derived by combining Edgewater Networks, GENBAND, Sonus and Ribbon E-SBC revenue positions for FY2017. Source: IHS, Enterprise SBCs and VoIP Gateways, Market Tracker, March 7, 2018.

Upcoming Third Quarter 2018 Investor Non Deal Roadshow and Conference Schedule

    --  August 7, 2018 - Northland Capital Markets Non Deal Roadshow, Boston
    --  August 8, 2018 - The Oppenheimer 21(st) Annual Technology, Internet &
        Communications Conference, Four Seasons Hotel, Boston
    --  August 9, 2018 - D.A. Davidson 10(th) Annual Technology Forum, Grand
        Hyatt, New York City
    --  August 28, 2018 - Jefferies 2018 Semiconductor, Hardware and
        Communications Infrastructure Summit, Ritz Carlton, Chicago

Conference Call Details and Replay Information
Ribbon will offer a live, listen-only webcast of the conference call to discuss the complete financial results for the second quarter ended June 30, 2018 on July 31, 2018, via the investor section of its website at http://investors.ribboncommunications.com/events.cfm, where a replay will also be available shortly following the conference call.

Date: July 31, 2018
Time: 8:30 a.m. (ET)
Dial-in number: 800-699-3715 - International callers: +1-312-281-1202

A telephone playback of the call will be available following the conference call until August 14, 2018 and can be accessed by calling 800-633-8284 or +1-402-977-9140 for international callers. The reservation number for the replay is 21892287.

About Ribbon Communications
Ribbon Communications Inc. (Nasdaq: RBBN) is a company with two decades of market leadership experience in providing secure real-time communications solutions to the top service providers and enterprises around the globe. Built on world-class technology and intellectual property, Ribbon delivers highly reliable, unified and embedded real-time communications capabilities to customers in more than 25 countries and on 6 continents. The Company transforms fixed, mobile and enterprise networks from legacy environments to all IP and fully virtualized, secure, cloud-based architectures, enabling highly productive communications for consumers and businesses. Ribbon's market-leading communications security solutions are based on a big data behavioral analytics platform and offer customers enhanced network intelligence and security. The Company's Kandy Communications Platform as a Service (CPaaS) enables rapid service creation and digital transformation by delivering customers a comprehensive set of advanced embedded and unified communications capabilities. To learn more, visit ribboncommunications.com.

Important Information Regarding Forward-Looking Statements
The information in this release contains forward-looking statements regarding future events that involve risks and uncertainties. All statements other than statements of historical facts contained in this release are forward-looking statements, including statements regarding plans and projections about our business; our future market position; pending acquisitions; and anticipated financial results. Our actual results may differ materially from those contemplated by the forward-looking statements due to various risks, uncertainties and other important factors, including our ability to successfully complete pending acquisitions in the timeframe expected or at all; the timing of customer purchasing decisions and our recognition of revenues; economic conditions; our ability to recruit and retain key personnel; difficulties supporting our strategic focus on channel sales; difficulties retaining and expanding our customer base; difficulties leveraging market opportunities; the impact of restructuring and cost-containment activities; litigation; actions taken by significant stockholders; difficulties providing solutions that meet the needs of customers; market acceptance of our products and services; rapid technological and market change; our ability to protect our intellectual property rights; our ability to maintain partner, reseller, distribution and vendor support and supply relationships; higher risks in international operations and markets; the impact of increased competition; currency fluctuations; changes in the market price of our common stock; and/or failure or circumvention of our controls and procedures. For further information regarding risks and uncertainties associated with Ribbon Communications' business, please refer to the "Risk Factors" section of Ribbon Communications' most recent annual or quarterly report filed with the SEC. Any forward-looking statements represent Ribbon Communications' views only as of the date on which such statement is made and should not be relied upon as representing Ribbon Communications' views as of any subsequent date. While Ribbon Communications may elect to update forward-looking statements at some point, Ribbon Communications specifically disclaims any obligation to do so.

Discussion of Non-GAAP Financial Measures
Ribbon management uses several different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of the business, making operating decisions, planning and forecasting future periods, and determining payments under compensation programs. Our annual financial plan is prepared both on a GAAP and non-GAAP basis, and the non-GAAP annual financial plan is approved by our board of directors. Continuous budgeting and forecasting for revenue and expenses are conducted on a non-GAAP basis (in addition to GAAP) and actual results on a non-GAAP basis are assessed against the annual financial plan. We consider the use of non-GAAP financial measures helpful in assessing the core performance of our continuing operations and when planning and forecasting future periods. By continuing operations, we mean the ongoing results of the business adjusted for acquisition-related revenue as a result of purchase accounting and the related cost of revenue, the impact of the new revenue standard, and excluding certain expenses and credits, including, but not limited to stock-based compensation, amortization of intangible assets, settlement expense, certain litigation costs, acquisition-related facilities adjustments; acquisition- and integration-related expense, restructuring and the gain on the sale of an intangible asset. While our management uses non-GAAP financial measures as a tool to enhance their understanding of certain aspects of our financial performance, our management does not consider these measures to be a substitute for, or superior to, GAAP measures. In addition, our presentations of these measures may not be comparable to similarly titled measures used by other companies. These non-GAAP financial measures should not be considered alternatives for, or in isolation from, the financial information prepared and presented in accordance with GAAP.

Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, many of the adjustments to Ribbon's financial measures reflect the exclusion of items that are recurring and will be reflected in our financial results for the foreseeable future.

Acquisition-Related Revenue and Cost of Revenue; Impact of New Revenue Standard
We provide the supplementary non-GAAP financial measures of non-GAAP Product revenue, non-GAAP Service revenue and non-GAAP Total revenue, which include revenue related to the acquisition of GENBAND that we would have recognized but for the purchase accounting treatment of these transactions and eliminated revenue as a result of our adoption in 2018 of the new revenue recognition standard. Because GAAP accounting requires the elimination of this revenue, as well as the impact on future revenue of our adoption in 2018 of the new revenue standard, GAAP results alone do not fully capture all of our economic activities. These non-GAAP adjustments are intended to reflect the full amounts of such revenue and the related cost of revenue. We include these adjustments to allow for more complete comparisons to the financial results of our historical operations, forward-looking guidance and the financial results of peer companies. We believe these adjustments are useful to management and investors as a measure of the ongoing performance of the business. These adjustments do not accelerate revenue, but instead include revenue (and the related cost of revenue) that would have been recognized in our 2017 results, and included in our 2018 guidance and results, but for the purchase accounting and new revenue standard adjustments required by GAAP.

Stock-Based Compensation
Stock-based compensation expense is different from other forms of compensation, as it is a non-cash expense. For example, a cash salary generally has a fixed and unvarying cash cost. In contrast, the expense associated with an equity-based award is generally unrelated to the amount of cash ultimately received by the employee, and the cost to us is based on a stock-based compensation valuation methodology, subjective assumptions and the variety of award types, all of which may vary over time. We evaluate performance without these measures because stock-based compensation expense is influenced by the Company's stock price and other factors such as volatility and interest rates that are beyond our control. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include such charges in our operating plans, and we believe that presenting non-GAAP operating results that exclude stock-based compensation provides investors with visibility and insight into our management's method of analysis and the Company's core operating performance. It is reasonable to expect that stock-based compensation will continue in future periods.

Amortization of Intangible Assets
We exclude the amortization of acquired intangible assets from non-GAAP expense and income measures. These amortization amounts are inconsistent in frequency and amount and are significantly impacted by the timing and size of acquisitions. Although we exclude amortization of acquired intangible assets from our non-GAAP expenses, we believe that it is important for investors to understand that intangible assets contribute to revenue generation. We believe that excluding the non-cash amortization of intangible assets facilitates the comparison of our financial results to our historical operating results and to other companies in our industry as if the acquired intangible assets had been developed internally rather than acquired. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized.

Settlement Expense
In the first quarter of 2018, we recorded $1.7 million of expense related to settlements, comprised of $1.4 million for the settlement of litigation in connection with our acquisition of Taqua LLC and $0.3 million of patent litigation settlement expense. These amounts are included as components of general and administrative expense. We believe that such settlement costs are not part of our core business or ongoing operations, are unplanned and generally not within our control. Accordingly, we believe that excluding costs such as the SEC potential fines and patent litigation settlement expense facilitates the comparison of our financial results to our historical operating results and to other companies in our industry.

Litigation Costs
In connection with certain ongoing litigation between GENBAND, as plaintiff, and one of its competitors, we have incurred litigation costs beginning in the fourth quarter of 2017. In March 2018, we filed litigation on behalf of Sonus against the same competitor asserting additional intellectual property infringement. We recorded $0.7 million and $1.9 million in the first and second quarters of 2018, respectively, in connection with this litigation. We expect to incur significant future litigation costs related to these matters. These costs are included as a component of general and administrative expense. We believe that such costs are not part of our core business or ongoing operations, are unplanned and generally not within our control. Accordingly, we believe that excluding the litigation costs related to this specific legal matter facilitates the comparison of our financial results to our historical operating results and to other companies in our industry.

Acquisition-Related Facilities Adjustments
GAAP accounting requires that the deferred rent liability of an acquired company be written off as part of purchase accounting and that the combined company's rent expense on a straight-line basis begin as of the acquisition date. As a result, we recorded more rent expense than would have been recognized but for the purchase accounting treatment of GENBAND's assumed deferred rent liability. We include this adjustment, which relates to the acquisition of GENBAND, to allow for more complete comparisons to the financial results of our historical operations, forward-looking guidance and the financial results of peer companies. We believe these adjustments provide an indication of the rent expense that would have been recognized, but for the purchase accounting required in connection with the acquisition of GENBAND.

Acquisition- and Integration-Related Expense
We consider certain acquisition- and integration-related costs to be unrelated to the organic continuing operations of our acquired businesses and the Company and they are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity and/or volume of an acquisition, which often drives the magnitude of acquisition- and integration-related costs, may not be indicative of future acquisition- and integration-related costs. By excluding these acquisition- and integration-related costs from our non-GAAP measures, management is better able to evaluate our ability to utilize our existing assets and estimate the long-term value that acquired assets will generate for us. We exclude certain acquisition- and integration-related costs to allow more accurate comparisons of our financial results to our historical operations, forward-looking guidance and the financial results of less acquisitive peer companies. In addition, we believe that providing supplemental non-GAAP measures that exclude these items allows management and investors to consider the ongoing operations of the business both with and without such expenses.

Restructuring
We have recorded restructuring expense to streamline operations and reduce operating costs by closing and consolidating certain facilities and reducing our worldwide workforce. We review our restructuring accruals regularly and record adjustments (both expense and credits) to these estimates as required. We believe that excluding restructuring expense and credits facilitates the comparison of our financial results to our historical operating results and to other companies in our industry, as there are no future revenue streams or other benefits associated with these costs.

Gain on Sale of Intangible Assets
In the second quarter of 2017, we sold an intangible asset that we had acquired in connection with a previous acquisition. This amount is included as a component of other income (expense), net. We believe that such gains are not part of our core business or ongoing operations, we had not used the intangible asset in connection with revenue-producing activities and would not have used it as such in the future. Accordingly, we believe that excluding from our results the other income arising from this sale facilitates the comparison of our financial results to our historical results and to other companies in our industry.

Adjusted EBITDA
We use Adjusted EBITDA as a supplemental measure to review and assess our performance. We calculate Adjusted EBITDA by excluding from net income (loss): interest income (expense), net; income tax benefit (provision); depreciation; and amortization of intangible assets. In addition, we exclude from net income (loss): adjustments to revenue and cost of revenue related to revenue reductions resulting from purchase accounting and adoption of the new revenue standard; stock-based compensation expense; settlement expense; certain litigation costs; acquisition-related facilities adjustments; acquisition- and integration-related expense; restructuring; and other income (expense), net. In general, we add back the expenses that we consider to be non-cash and/or not part of our ongoing operations. Adjusted EBITDA is a non-GAAP financial measure that is used by our investing community for comparative and valuation purposes. We disclose this metric to support and facilitate our dialogue with research analysts and investors. Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

We believe that providing non-GAAP information to investors, in addition to the GAAP presentation, will allow investors to view the financial results in the way management views them. We further believe that providing this information helps investors to better understand our core financial and operating performance and evaluate the efficacy of the methodology and information used by our management to evaluate and measure such performance.

Investor Relations
Sara Leggat
+1 (978) 614-8841
sleggat@rbbn.com

US Press
Dennis Watson
+1 (214) 695 2214
dwatson@rbbn.com

International Press
Catherine Berthier
+1.646.741.1974
cberthier@rbbn.com

Analyst Relations
Michael Cooper
+1 (708) 383-3387
mcooper@rbbn.com


                                                              RIBBON COMMUNICATIONS INC.

                                                         Consolidated Statements of Operations

                                               (in thousands, except percentages and per share amounts)

                                                                      (unaudited)



                                                               Three months ended
                                                               ------------------

                                                               June 30,                                 March 31,                    June 30,

                                                                            2018                                      2018                         2017
                                                                            ----                                      ----                         ----

    Revenue:

                            Product         $63,123                                    $51,531                               $28,790

                            Service          74,238                                     69,649                                26,943
                            -------

                             Total
                             revenue        137,361                                    121,180                                55,733
                                            -------                                    -------                                ------


    Cost of revenue:

                            Product          30,278                                     33,014                                 9,287

                            Service          31,972                                     32,893                                10,044
                            -------

                             Total cost
                             of
                             revenue         62,250                                     65,907                                19,331
                                             ------                                     ------                                ------


    Gross profit                                                       75,111                                    55,273                       36,402
                                                                       ------                                    ------                       ------


    Gross margin:

                            Product           52.0%                                     35.9%                                67.7%

                            Service           56.9%                                     52.8%                                62.7%

                             Total
                             gross
                             margin           54.7%                                     45.6%                                65.3%


    Operating expenses:

                             Research and
                             development     35,604                                     39,049                                20,064

                             Sales and
                             marketing       30,738                                     31,926                                15,720

                             General and
                             administrative  15,028                                     15,601                                 8,141

                             Acquisition-
                             and
                             integration-
                             related          4,280                                      4,412                                 4,679

                            Restructuring     6,097                                      6,668                                   501

                             Total
                             operating
                             expenses        91,747                                     97,656                                49,105
                                             ------                                     ------                                ------


    Loss from operations                                             (16,636)                                 (42,383)                    (12,703)

    Interest income (expense), net                                      (735)                                    (599)                         254

    Other income (expense), net                                       (2,052)                                      248                          575
                                                                       ------                                       ---                          ---


    Loss before income taxes                                         (19,423)                                 (42,734)                    (11,874)

    Income tax provision                                                (499)                                  (2,170)                       (471)
                                                                         ----                                    ------                         ----


    Net loss                                                        $(19,922)                                $(44,904)                   $(12,345)
                                                                     ========                                  ========                     ========


    Loss per share:

                            Basic                                        $(0.20)                                  $(0.44)                     $(0.25)

                            Diluted         $(0.20)                                   $(0.44)                              $(0.25)


    Shares used to compute loss per share:

                            Basic                                        102,160                                   101,917                       49,543

                            Diluted         102,160                                    101,917                                49,543


                                                                        RIBBON COMMUNICATIONS INC.

                                                                   Consolidated Statements of Operations

                                                         (in thousands, except percentages and per share amounts)

                                                                                (unaudited)



                                                                                                            Six months ended
                                                                                                            ----------------

                                                                                                                June 30,                   June 30,

                                                                                                                             2018                        2017
                                                                                                                             ----                        ----

    Revenue:

                                      Product                                               $114,654                               $54,185

                                      Service                                                143,887                                54,916
                                      -------

                                      Total revenue                                          258,541                               109,101
                                                                                             -------                               -------


    Cost of revenue:

                                      Product                                                 63,292                                19,040

                                      Service                                                 64,865                                19,911
                                      -------

                                      Total cost of revenue                                  128,157                                38,951
                                                                                             -------                                ------


    Gross profit                                                                                                       130,384                      70,150
                                                                                                                       -------                      ------


    Gross margin:

                                      Product                                                  44.8%                                64.9%

                                      Service                                                  54.9%                                63.7%

                                      Total gross margin                                       50.4%                                64.3%


    Operating expenses:

                                      Research and development                                74,653                                40,273

                                      Sales and marketing                                     62,664                                30,396

                                      General and administrative                              30,629                                17,160

                                       Acquisition- and integration-
                                       related                                                 8,692                                 4,735

                                      Restructuring                                           12,765                                 1,071

                                       Total operating
                                       expenses                                              189,403                                93,635
                                                                                             -------                                ------


    Loss from operations                                                                                              (59,019)                   (23,485)

    Interest income (expense), net                                                                                     (1,334)                        512

    Other income (expense), net                                                                                        (1,804)                        576
                                                                                                                        ------                         ---


    Loss before income taxes                                                                                          (62,157)                   (22,397)

    Income tax provision                                                                                               (2,669)                      (594)
                                                                                                                        ------                        ----


    Net loss                                                                                                         $(64,826)                  $(22,991)
                                                                                                                      ========                    ========


    Loss per share:

                                      Basic                                                                               $(0.64)                    $(0.47)

                                      Diluted                                                $(0.64)                              $(0.47)


    Shares used to compute loss per share:

                                      Basic                                                                               102,039                      49,330

                                      Diluted                                                102,039                                49,330


                                                                                 RIBBON COMMUNICATIONS INC.

                                                                                Consolidated Balance Sheets

                                                                                       (in thousands)

                                                                                        (unaudited)



                                                                                                                June 30,                         December 31,

                                                                                                                               2018                                2017
                                                                                                                               ----                                ----

                                                                    Assets

    Current assets:

                               Cash and cash equivalents                                                $33,411                          $57,073

                               Marketable securities                                                     21,924                           17,224

                               Accounts receivable, net                                                 136,395                          165,156

                               Inventory                                                                 19,036                           21,303

                               Other current assets                                                      22,014                           21,463
                               ------------

                               Total current assets                                                     232,780                          282,219


    Property and equipment, net                                                                                           23,835                              24,780

    Intangible assets, net                                                                                               220,141                             244,414

    Goodwill                                                                                                             335,716                             335,716

    Investments                                                                                                                -                              9,031

    Deferred income taxes                                                                                                  7,643                               8,434

    Other assets                                                                                                           7,587                               6,289

                                                                                                                           $827,702                            $910,883
                                                                                                                           ========                            ========


                                                     Liabilities and Stockholders' Equity

    Current liabilities:

                               Revolving credit facility                                                $20,000                          $20,000

                               Accounts payable                                                          34,172                           45,851

                               Accrued expenses and other                                                61,003                           76,380

                               Deferred revenue                                                          87,935                          100,571
                               ------------

                               Total current liabilities                                                203,110                          242,802


    Long-term debt, related party                                                                                         22,922                              22,500

    Deferred revenue, net of current                                                                                      17,464                              14,184

    Deferred income taxes                                                                                                  3,291                               2,787

    Other long-term liabilities                                                                                           13,665                              13,189
                                                                                                                          ------                              ------

                               Total liabilities                                                                            260,452                             295,462
                                                                                                                            -------                             -------


    Commitments and contingencies


    Stockholders' equity:

                               Common stock                                                                  10                               10

                               Additional paid-in capital                                             1,688,966                        1,684,768

                               Accumulated deficit                                                  (1,124,799)                     (1,072,426)

                                Accumulated other comprehensive
                                income                                                                    3,073                            3,069

                                                                                                        567,250                          615,421

                               Total stockholders' equity


                                                                                                                           $827,702                            $910,883
                                                                                                                           ========                            ========


                                                                                                                                                     RIBBON COMMUNICATIONS INC.

                                                                                                                                                Consolidated Statements of Cash Flows

                                                                                                                                                           (in thousands)

                                                                                                                                                             (unaudited)



                                                                                                                                                                                                 Six months ended
                                                                                                                                                                                                 ----------------

                                                                                                                                                                                                     June 30,                             June 30,

                                                                                                                                                                                                                         2018                             2017
                                                                                                                                                                                                                         ----                             ----

    Cash flows from operating activities:

                          Net loss                                                                                                                                                     $(64,826)                               $(22,991)

                          Adjustments to reconcile net loss to cash flows (used in) provided by operating activities:

                          Depreciation and amortization of property and equipment                                                                                                        5,318                                    3,595

                          Amortization of intangible assets                                                                                                                             24,273                                    4,552

                          Stock-based compensation                                                                                                                                       4,905                                    7,500

                          Deferred income taxes                                                                                                                                            817                                      446

                          Foreign exchange (gains) losses                                                                                                                                2,079                                     (67)

                          Other                                                                                                                                                                -                                   (570)

                          Changes in operating assets and liabilities:

                                         Accounts receivable                                                                                                                              28,752                                   11,317

                                         Inventory                                                                                                                                         2,077                                      829

                                         Other operating assets                                                                                                                            (275)                                   (994)

                                         Accounts payable                                                                                                                               (13,872)                                   (535)

                                         Accrued expenses and other long-term liabilities                                                                                               (15,203)                                 (8,089)

                                         Deferred revenue                                                                                                                                  3,264                                    7,848

                                                                                            Net cash (used in) provided by operating activities                                                                      (22,691)                           2,841
                                                                                                                                                                                                                      -------                            -----


    Cash flows from investing activities:

                          Purchases of property and equipment                                                                                                                          (3,492)                                 (2,593)

                          Purchases of marketable securities                                                                                                                                 -                                (28,731)

                          Sale/maturities of marketable securities                                                                                                                       4,278                                   29,067

                          Proceeds from the sale of intangible assets                                                                                                                        -                                     576

                                                                                            Net cash provided by (used in) investing activities                                                                           786                          (1,681)
                                                                                                                                                                                                                          ---                           ------


    Cash flows from financing activities:

                          Borrowings under revolving line of credit                                                                                                                     25,000                                        -

                          Principal payments on revolving line of credit                                                                                                              (25,000)                                       -

                          Principal payments of capital lease obligations                                                                                                                (293)                                    (20)

                          Payment of debt issuance costs                                                                                                                                 (624)                                       -

                           Proceeds from the sale of common stock in connection with employee purchase
                           plan and exercise of stock options                                                                                                                               10                                      683

                           Payment of tax withholding obligations related to net share settlements of
                           restricted stock                                                                                                                                              (716)                                 (1,406)
                          awards

                                                                                            Net cash used in financing activities                                                                                     (1,623)                           (743)
                                                                                                                                                                                                                       ------                             ----


    Effect of exchange rate changes on cash and cash equivalents                                                                                                                                                    (134)                             266
                                                                                                                                                                                                                     ----                              ---


    Net (decrease) increase in cash and cash equivalents                                                                                                                                                         (23,662)                             683

    Cash and cash equivalents, beginning of year                                                                                                                                                                   57,073                           31,923
                                                                                                                                                                                                                   ------                           ------

    Cash and cash equivalents, end of period                                                                                                                                                                      $33,411                          $32,606
                                                                                                                                                                                                                  =======                          =======


                                                                                                                                                RIBBON COMMUNICATIONS INC.

                                                                                                                                                 Supplemental Information

                                                                                                                                                      (in thousands)

                                                                                                                                                       (unaudited)



    The following tables provide the details of stock-based compensation, amortization of intangible assets, acquisition-
    related facilities adjustments, settlement expense, litigation costs and the gain on the sale of an intangible asset
    included as components of other line items in the Company's Consolidated Statements of Operations and the line
    items in which these amounts are reported.


                                                                                                                                                                               Three months ended
                                                                                                                                                                               ------------------

                                                                                                                                                                       June 30,                            March 31,                   June 30,

                                                                                                                                                                                          2018                          2018                                 2017
                                                                                                                                                                                          ----                          ----                                 ----

    Stock-based compensation

                      Cost of revenue - product                                                                                                  $19                                                   $51                         $87

                      Cost of revenue - service                                                                                                   67                                                   132                         261
                                                                                                                                               ---

                      Cost of revenue                                                                                                             86                                                   183                         348
                                                                                                                                                 ---                                                   ---                         ---


                      Research and development expense                                                                                           151                                                   900                       1,238

                      Sales and marketing expense                                                                                                485                                                   874                         907

                      General and administrative expense                                                                                       1,359                                                   867                       1,744
                                                                                                                                             -----

                      Operating expense                                                                                                        1,995                                                 2,641                       3,889
                                                                                                                                               -----                                                 -----                       -----


                                                           Total stock-based compensation                                                                                               $2,081                        $2,824                               $4,237
                                                                                                                                                                                        ======                        ======                               ======



    Amortization of intangible assets

                      Cost of revenue - product                                                                                               $9,270                                                $9,592                      $1,601
                                                                                                                                            ------


                      Sales and marketing expense                                                                                              2,694                                                 2,717                         692
                                                                                                                                             -----

                      Operating expense                                                                                                        2,694                                                 2,717                         692
                                                                                                                                               -----                                                 -----                         ---


                                                           Total amortization of intangible assets                                                                                     $11,964                       $12,309                               $2,293
                                                                                                                                                                                       =======                       =======                               ======



    Acquisition-related facilities adjustment

                      Cost of revenue - product                                                                                                  $20                                                   $17                    $      -

                      Cost of revenue - service                                                                                                   61                                                    51                           -
                                                                                                                                               ---

                      Cost of revenue                                                                                                             81                                                    68                           -
                                                                                                                                                 ---                                                   ---                         ---


                      Research and development expense                                                                                            98                                                    82                           -

                      Sales and marketing expense                                                                                                 45                                                    38                           -

                      General and administrative expense                                                                                          28                                                    23                           -
                                                                                                                                               ---

                      Operating expense                                                                                                          171                                                   143                           -
                                                                                                                                                 ---                                                   ---                         ---


                                                           Total acquisition-related facilities adjustment                                                                                $252                          $211             $                      -
                                                                                                                                                                                          ====                          ====             ========================



    Settlement expense

                      General and administrative expense                                                                    $                      -                                               $1,730                    $      -
                                                                                                                          ========================



    Litigation costs

                      General and administrative expense                                                                                      $1,901                                                  $673                    $      -
                                                                                                                                            ======



    Gain on the sale of intangible asset

                      Other income (expense), net                                                                           $                      -                                             $      -                       $576
                                                                                                                          ========================


                                                                                                                   RIBBON COMMUNICATIONS INC.

                                                                                                                    Supplemental Information

                                                                                                                         (in thousands)

                                                                                                                          (unaudited)



    The following tables provide the details of stock-based compensation, amortization of intangible
    assets, acquisition-related facilities adjustments, settlement expense, litigation costs and the
    gain on the sale of an intangible asset included as components of other line items in the Company's
    Consolidated Statements of Operations and the line items in which these amounts are reported.


                                                                                                                                                       Six months ended
                                                                                                                                                       ----------------

                                                                                                                                                           June 30,                      June 30,

                                                                                                                                                                           2018                              2017
                                                                                                                                                                           ----                              ----

    Stock-based compensation

                              Cost of revenue - product                                                                                            $70                              $186

                              Cost of revenue - service                                                                                            199                               578
                                                                                                                                                 ---

                              Cost of revenue                                                                                                      269                               764
                                                                                                                                                   ---                               ---


                              Research and development expense                                                                                   1,051                             2,555

                              Sales and marketing expense                                                                                        1,359                               819

                              General and administrative expense                                                                                 2,226                             3,362
                                                                                                                                               -----

                              Operating expense                                                                                                  4,636                             6,736
                                                                                                                                                 -----                             -----


                                                                   Total stock-based compensation                                                                        $4,905                            $7,500
                                                                                                                                                                         ======                            ======



    Amortization of intangible assets

                              Cost of revenue - product                                                                                        $18,862                            $3,167
                                                                                                                                             -------


                              Sales and marketing expense                                                                                        5,411                             1,385
                                                                                                                                               -----

                              Operating expense                                                                                                  5,411                             1,385
                                                                                                                                                 -----                             -----


                                                                   Total amortization of intangible assets                                                              $24,273                            $4,552
                                                                                                                                                                        =======                            ======



    Acquisition-related facilities adjustment

                              Cost of revenue - product                                                                                            $37                          $      -

                              Cost of revenue - service                                                                                            112                                 -
                                                                                                                                                 ---

                              Cost of revenue                                                                                                      149                                 -
                                                                                                                                                   ---                               ---


                              Research and development expense                                                                                     180                                 -

                              Sales and marketing expense                                                                                           83                                 -

                              General and administrative expense                                                                                    51                                 -
                                                                                                                                                 ---

                              Operating expense                                                                                                    314                                 -
                                                                                                                                                   ---                               ---


                                                                   Total acquisition-related facilities adjustment                                                         $463          $                      -
                                                                                                                                                                           ====          ========================



    Settlement expense

                              General and administrative expense                                                                                $1,730                          $      -
                                                                                                                                              ======



    Litigation costs

                              General and administrative expense                                                                                $2,574                          $      -
                                                                                                                                              ======



    Gain on the sale of intangible asset

                              Other income (expense), net                                                                     $                      -                             $576
                                                                                                                            ========================


                                                                         RIBBON COMMUNICATIONS INC.

                                                           Reconciliation of Non-GAAP and GAAP Financial Measures

                                                                     (in thousands, except percentages)

                                                                                 (unaudited)



                                                                                        Three months ended
                                                                                        ------------------

                                                                                        June 30,                  March 31,          June 30,

                                                                                                             2018               2018               2017
                                                                                                             ----               ----               ----


    GAAP Product revenue                                                                                  $63,123            $51,531            $28,790

    Acquisition-related revenue adjustment                                                                  1,741              5,499                  -

    Adjustment for new revenue standard                                                                     2,437              2,540                  -

    Non-GAAP Product revenue                                                                              $67,301            $59,570            $28,790
                                                                                                          =======            =======            =======


    GAAP Service revenue                                                                                  $74,238            $69,649            $26,943

    Acquisition-related revenue adjustment                                                                  2,547              5,619                  -

    Adjustment for new revenue standard                                                                       512                475                  -

    Non-GAAP Service revenue                                                                              $77,297            $75,743            $26,943
                                                                                                          =======            =======            =======


    GAAP Total revenue                                                                                   $137,361           $121,180            $55,733

    Acquisition-related revenue adjustment                                                                  4,288             11,118                  -

    Adjustment for new revenue standard                                                                     2,949              3,015                  -

    Non-GAAP Total revenue                                                                               $144,598           $135,313            $55,733
                                                                                                         ========           ========            =======


    GAAP Gross margin - product                                                                             52.0%             35.9%             67.7%

    Acquisition-related revenue adjustment                                                                   0.9%              4.2%              0.0%

    Acquisition-related cost of revenue adjustment                                                           0.0%                 *              0.0%

    Adjustment for new revenue standard                                                                      1.2%              1.9%              0.0%

    Adjustment to cost of revenue for new revenue standard                                                   0.0%             -0.1%              0.0%

    Stock-based compensation                                                                                    *              0.1%              0.3%

    Amortization of intangible assets                                                                       14.7%             18.6%              5.6%

    Acquisition-related facilities adjustment                                                                   *                 *              0.0%

    Non-GAAP Gross margin - product                                                                         68.8%             60.6%             73.6%
                                                                                                             ====               ====               ====


    GAAP Gross margin - service                                                                             56.9%             52.8%             62.7%

    Acquisition-related revenue adjustment                                                                   1.4%              3.6%              0.0%

    Acquisition-related cost of revenue adjustment                                                           0.0%             -2.8%              0.0%

    Adjustment for new revenue standard                                                                      0.3%              0.3%              0.0%

    Adjustment to cost of revenue for new revenue standard                                                   0.0%                 *              0.0%

    Stock-based compensation                                                                                 0.1%              0.2%              1.0%

    Acquisition-related facilities adjustment                                                                0.1%              0.1%              0.0%

    Non-GAAP Gross margin - service                                                                         58.8%             54.2%             63.7%
                                                                                                             ====               ====               ====


    GAAP Total gross margin                                                                                 54.7%             45.6%             65.3%

    Acquisition-related revenue adjustment                                                                   1.1%              3.9%              0.0%

    Acquisition-related cost of revenue adjustment                                                           0.0%             -1.6%              0.0%

    Adjustment for new revenue standard                                                                      0.8%              1.0%              0.0%

    Adjustment to cost of revenue for new revenue standard                                                   0.0%             -0.1%              0.0%

    Stock-based compensation                                                                                 0.1%              0.2%              0.6%

    Amortization of intangible assets                                                                        6.7%              7.9%              2.9%

    Acquisition-related facilities adjustment                                                                0.1%              0.1%              0.0%

    Non-GAAP Total gross margin                                                                             63.5%             57.0%             68.8%
                                                                                                             ====               ====               ====


    GAAP Total gross profit                                                                               $75,111            $55,273            $36,402

    Acquisition-related revenue adjustment                                                                  4,288             11,118                  -

    Acquisition-related cost of revenue adjustment                                                              -           (1,977)                 -

    Adjustment for new revenue standard                                                                     2,949              3,015                  -

    Adjustment to cost of revenue for new revenue standard                                                      -             (110)                 -

    Stock-based compensation                                                                                   86                183                348

    Amortization of intangible assets                                                                       9,270              9,592              1,601

    Acquisition-related facilities adjustment                                                                  81                 68                  -
                                                                                                              ---                ---                ---

    Non-GAAP Total gross profit                                                                           $91,785            $77,162            $38,351
                                                                                                          =======            =======            =======


    GAAP Research and development expense                                                                 $35,604            $39,049            $20,064

    Stock-based compensation                                                                                (151)             (900)           (1,238)

    Acquisition-related facilities adjustment                                                                (98)              (82)                 -
                                                                                                              ---                ---                ---

    Non-GAAP Research and development expense                                                             $35,355            $38,067            $18,826
                                                                                                          =======            =======            =======


    GAAP Sales and marketing expense                                                                      $30,738            $31,926            $15,720

    Stock-based compensation                                                                                (485)             (874)             (907)

    Amortization of intangible assets                                                                     (2,694)           (2,717)             (692)

    Acquisition-related facilities adjustment                                                                (45)              (38)                 -
                                                                                                              ---                ---                ---

    Non-GAAP Sales and marketing expense                                                                  $27,514            $28,297            $14,121
                                                                                                          =======            =======            =======


      *  Less than 0.1% impact on gross margin.


                                                                                    RIBBON COMMUNICATIONS INC.

                                                                      Reconciliation of Non-GAAP and GAAP Financial Measures

                                                                                (in thousands, except percentages)

                                                                                            (unaudited)



                                                                                                                     Three months ended
                                                                                                                     ------------------

                                                                                                                     June 30,                  March 31,            June 30,

                                                                                                                                          2018                 2018                 2017
                                                                                                                                          ----                 ----                 ----


    GAAP General and administrative expense                                                                                            $15,028              $15,601               $8,141

    Stock-based compensation                                                                                                           (1,359)               (867)             (1,744)

    Settlement expense                                                                                                                       -             (1,730)                   -

    Litigation costs                                                                                                                   (1,901)               (673)                   -

    Acquisition-related facilities adjustment                                                                                             (28)                (23)                   -
                                                                                                                                           ---                  ---                  ---

    Non-GAAP General and administrative expense                                                                                        $11,740              $12,308               $6,397
                                                                                                                                       =======              =======               ======


    GAAP Operating expenses                                                                                                            $91,747              $97,656              $49,105

    Stock-based compensation                                                                                                           (1,995)             (2,641)             (3,889)

    Amortization of intangible assets                                                                                                  (2,694)             (2,717)               (692)

    Settlement expense                                                                                                                       -             (1,730)                   -

    Litigation costs                                                                                                                   (1,901)               (673)                   -

    Acquisition-related facilities adjustment                                                                                            (171)               (143)                   -

    Acquisition- and integration-related expense                                                                                       (4,280)             (4,412)             (4,679)

    Restructuring                                                                                                                      (6,097)             (6,668)               (501)
                                                                                                                                        ------               ------                 ----

    Non-GAAP Operating expenses                                                                                                        $74,609              $78,672              $39,344
                                                                                                                                       =======              =======              =======


    GAAP Loss from operations                                                                                                        $(16,636)           $(42,383)           $(12,703)

    Acquisition-related revenue adjustment                                                                                               4,288               11,118                    -

    Acquisition-related cost of revenue adjustment                                                                                           -             (1,977)                   -

    Adjustment for new revenue standard                                                                                                  2,949                3,015                    -

    Adjustment to cost of revenue for new revenue standard                                                                                   -               (110)                   -

    Stock-based compensation                                                                                                             2,081                2,824                4,237

    Amortization of intangible assets                                                                                                   11,964               12,309                2,293

    Settlement expense                                                                                                                       -               1,730                    -

    Litigation costs                                                                                                                     1,901                  673                    -

    Acquisition-related facilities adjustment                                                                                              252                  211                    -

    Acquisition- and integration-related expense                                                                                         4,280                4,412                4,679

    Restructuring                                                                                                                        6,097                6,668                  501
                                                                                                                                         -----                -----                  ---

    Non-GAAP income (loss) from operations                                                                                             $17,176             $(1,510)              $(993)
                                                                                                                                       =======              =======                =====


    GAAP Loss from operations as a percentage of revenue                                                                                -12.1%              -35.0%              -22.8%

    Acquisition-related revenue adjustment                                                                                                3.6%               11.9%                0.0%

    Acquisition-related cost of revenue adjustment                                                                                        0.0%               -1.5%                0.0%

    Adjustment for new revenue standard                                                                                                   2.0%                2.2%                0.0%

    Adjustment to cost of revenue for new revenue standard                                                                                0.0%               -0.1%                0.0%

    Stock-based compensation                                                                                                              1.4%                2.1%                7.6%

    Amortization of intangible assets                                                                                                     8.3%                9.1%                4.1%

    Settlement expense                                                                                                                    0.0%                1.3%                0.0%

    Litigation costs                                                                                                                      1.3%                0.5%                0.0%

    Acquisition-related facilities adjustment                                                                                             0.2%                0.2%                0.0%

    Acquisition- and integration-related expense                                                                                          3.0%                3.3%                8.4%

    Restructuring                                                                                                                         4.2%                4.9%                0.9%

    Non-GAAP Income (loss) from operations as a percentage of revenue                                                                    11.9%               -1.1%               -1.8%
                                                                                                                                          ====                 ====                 ====


                                                                                                   RIBBON COMMUNICATIONS INC.

                                                                                     Reconciliation of Non-GAAP and GAAP Financial Measures

                                                                                            (in thousands, except per share amounts)

                                                                                                           (unaudited)



                                                                                                                                            Three months ended
                                                                                                                                            ------------------

                                                                                                                                             June 30,                 March 31,            June 30,

                                                                                                                                                                 2018                 2018                 2017
                                                                                                                                                                 ----                 ----                 ----


    GAAP Net loss                                                                                                                                           $(19,922)           $(44,904)           $(12,345)

    Acquisition-related revenue adjustment                                                                                                                      4,288               11,118                    -

    Acquisition-related cost of revenue adjustment                                                                                                                  -             (1,977)                   -

    Adjustment for new revenue standard                                                                                                                         2,949                3,015                    -

    Adjustment to cost of revenue for new revenue standard                                                                                                          -               (110)                   -

    Stock-based compensation                                                                                                                                    2,081                2,824                4,237

    Amortization of intangible assets                                                                                                                          11,964               12,309                2,293

    Settlement expense                                                                                                                                              -               1,730                    -

    Litigation costs                                                                                                                                            1,901                  673                    -

    Acquisition-related facilities adjustment                                                                                                                     252                  211                    -

    Acquisition- and integration-related expense                                                                                                                4,280                4,412                4,679

    Restructuring                                                                                                                                               6,097                6,668                  501

    Gain on the sale of intangible asset                                                                                                                            -                   -               (576)
                                                                                                                                                                  ---                 ---                ----

    Non-GAAP Net income (loss)                                                                                                                                $13,890             $(4,031)            $(1,211)
                                                                                                                                                              =======              =======              =======


    Earnings (loss) per share:

    GAAP Loss per share                                                                                                                                       $(0.20)             $(0.44)             $(0.25)

    Acquisition-related revenue adjustment                                                                                                                       0.04                 0.11                    -

    Acquisition-related cost of revenue adjustment                                                                                                                  -              (0.02)                   -

    Adjustment for new revenue standard                                                                                                                          0.03                 0.03                    -

    Adjustment to cost of revenue for new revenue standard                                                                                                          -                   *                   -

    Stock-based compensation                                                                                                                                     0.02                 0.03                 0.09

    Amortization of intangible assets                                                                                                                            0.13                 0.11                 0.05

    Settlement expense                                                                                                                                              -                0.02                    -

    Litigation costs                                                                                                                                             0.02                 0.01                    -

    Acquisition-related facilities adjustment                                                                                                                       *                   *                   -

    Acquisition- and integration-related expense                                                                                                                 0.04                 0.04                 0.09

    Restructuring                                                                                                                                                0.06                 0.07                 0.01

    Gain on the sale of intangible asset                                                                                                                            -                   -              (0.01)

    Non-GAAP Diluted earnings per share or (loss) per share                                                                                                     $0.14              $(0.04)             $(0.02)
                                                                                                                                                                =====               ======               ======


    Shares used to compute diluted earnings per share or (loss) per share

      GAAP Shares used to compute loss per share                                                                                                              102,160              101,917               49,543

      Non-GAAP Shares used to compute diluted earnings per share or (loss) per share                                                                          102,334              101,917               49,543


    Adjusted EBITDA:

    GAAP Net loss                                                                                                                                           $(19,922)           $(44,904)           $(12,345)

    Interest (income) expense, net                                                                                                                                735                  599                (254)

    Income tax provision                                                                                                                                          499                2,170                  471

    Depreciation                                                                                                                                                2,811                2,507                1,772

    Amortization of intangible assets                                                                                                                          11,964               12,309                2,293

    Acquisition-related revenue adjustment                                                                                                                      4,288               11,118                    -

    Acquisition-related cost of revenue adjustment                                                                                                                  -             (1,977)                   -

    Adjustment for new revenue standard                                                                                                                         2,949                3,015                    -

    Adjustment to cost of revenue for new revenue standard                                                                                                          -               (110)                   -

    Stock-based compensation                                                                                                                                    2,081                2,824                4,237

    Settlement expense                                                                                                                                              -               1,730                    -

    Litigation costs                                                                                                                                            1,901                  673                    -

    Acquisition-related facilities adjustment                                                                                                                     252                  211                    -

    Acquisition- and integration-related expense                                                                                                                4,280                4,412                4,679

    Restructuring                                                                                                                                               6,097                6,668                  501

    Other (income), net                                                                                                                                         2,052                (248)               (575)

    Non-GAAP Adjusted EBITDA                                                                                                                                  $19,987                 $997                 $779
                                                                                                                                                              =======                 ====                 ====


    *  Less than $0.01 impact on earnings (loss) per share


                                            RIBBON COMMUNICATIONS INC.

                              Reconciliation of Non-GAAP and GAAP Financial Measures

                                        (in thousands, except percentages)

                                                   (unaudited)



                                                Six months ended
                                                ----------------

                                                    June 30,                         June 30,

                                                                 2018                             2017
                                                                 ----                             ----


    GAAP
     Product
     revenue                                                 $114,654                          $54,185

     Acquisition-
     related
     revenue
     adjustment                                                 7,240                                -

     Adjustment
     for
     new
     revenue
     standard                                                   4,977                                -

    Non-
     GAAP
     Product
     revenue                                                 $126,871                          $54,185
                                                             ========                          =======


    GAAP
     Service
     revenue                                                 $143,887                          $54,916

     Acquisition-
     related
     revenue
     adjustment                                                 8,166                                -

     Adjustment
     for
     new
     revenue
     standard                                                     987                                -

    Non-
     GAAP
     Service
     revenue                                                 $153,040                          $54,916
                                                             ========                          =======


    GAAP
     Total
     revenue                                                 $258,541                         $109,101

     Acquisition-
     related
     revenue
     adjustment                                                15,406                                -

     Adjustment
     for
     new
     revenue
     standard                                                   5,964                                -

    Non-
     GAAP
     Total
     revenue                                                 $279,911                         $109,101
                                                             ========                         ========


    GAAP
     Gross
     margin
     -
     product                                                    44.8%                           64.9%

     Acquisition-
     related
     revenue
     adjustment                                                  2.1%                            0.0%

     Adjustment
     for
     new
     revenue
     standard                                                    1.5%                            0.0%

     Adjustment
     to
     cost
     of
     revenue
     for
     new
     revenue
     standard                                                       *                            0.0%

    Stock-
     based
     compensation                                                0.1%                            0.3%

     Amortization
     of
     intangible
     assets                                                     16.5%                            5.8%

     Acquisition-
     related
     facilities
     adjustment                                                     *                            0.0%

    Non-
     GAAP
     Gross
     margin
     -
     product                                                    65.0%                           71.0%
                                                                 ====                             ====


    GAAP
     Gross
     margin
     -
     service                                                    54.9%                           63.7%

     Acquisition-
     related
     revenue
     adjustment                                                  2.5%                            0.0%

     Acquisition-
     related
     cost
     of
     revenue
     adjustment                                                 -1.4%                            0.0%

     Adjustment
     for
     new
     revenue
     standard                                                    0.3%                            0.0%

    Stock-
     based
     compensation                                                0.1%                            1.1%

     Acquisition-
     related
     facilities
     adjustment                                                  0.1%                            0.0%

    Non-
     GAAP
     Gross
     margin
     -
     service                                                    56.5%                           64.8%
                                                                 ====                             ====


    GAAP
     Total
     gross
     margin                                                     50.4%                           64.3%

     Acquisition-
     related
     revenue
     adjustment                                                  2.4%                            0.0%

     Acquisition-
     related
     cost
     of
     revenue
     adjustment                                                 -0.8%                            0.0%

     Adjustment
     for
     new
     revenue
     standard                                                    0.9%                            0.0%

     Adjustment
     to
     cost
     of
     revenue
     for
     new
     revenue
     standard                                                       *                            0.0%

    Stock-
     based
     compensation                                                0.1%                            0.7%

     Amortization
     of
     intangible
     assets                                                      7.3%                            2.9%

     Acquisition-
     related
     facilities
     adjustment                                                  0.1%                            0.0%

    Non-
     GAAP
     Total
     gross
     margin                                                     60.4%                           67.9%
                                                                 ====                             ====


    GAAP
     Total
     gross
     profit                                                  $130,384                          $70,150

     Acquisition-
     related
     revenue
     adjustment                                                15,406                                -

     Acquisition-
     related
     cost
     of
     revenue
     adjustment                                               (1,977)                               -

     Adjustment
     for
     new
     revenue
     standard                                                   5,964                                -

     Adjustment
     to
     cost
     of
     revenue
     for
     new
     revenue
     standard                                                   (110)                               -

    Stock-
     based
     compensation                                                 269                              764

     Amortization
     of
     intangible
     assets                                                    18,862                            3,167

     Acquisition-
     related
     facilities
     adjustment                                                   149                                -
                                                                  ---                              ---

    Non-
     GAAP
     Total
     gross
     profit                                                  $168,947                          $74,081
                                                             ========                          =======


    GAAP
     Research
     and
     development
     expense                                                  $74,653                          $40,273

    Stock-
     based
     compensation                                             (1,051)                         (2,555)

     Acquisition-
     related
     facilities
     adjustment                                                 (180)                               -
                                                                 ----                              ---

    Non-
     GAAP
     Research
     and
     development
     expense                                                  $73,422                          $37,718
                                                              =======                          =======


    GAAP
     Sales
     and
     marketing
     expense                                                  $62,664                          $30,396

    Stock-
     based
     compensation                                             (1,359)                           (819)

     Amortization
     of
     intangible
     assets                                                   (5,411)                         (1,385)

     Acquisition-
     related
     facilities
     adjustment                                                  (83)                               -
                                                                  ---                              ---

    Non-
     GAAP
     Sales
     and
     marketing
     expense                                                  $55,811                          $28,192
                                                              =======                          =======


      *  Less than 0.1% impact on
       gross margin.


                                                                                                         RIBBON COMMUNICATIONS INC.

                                                                                           Reconciliation of Non-GAAP and GAAP Financial Measures

                                                                                                     (in thousands, except percentages)

                                                                                                                 (unaudited)



                                                                                                                                                  Six months ended
                                                                                                                                                  ----------------

                                                                                                                                                      June 30,               June 30,

                                                                                                                                                                        2018                2017
                                                                                                                                                                        ----                ----


    GAAP General and administrative expense                                                                                                                          $30,629             $17,160

    Stock-based compensation                                                                                                                                         (2,226)            (3,362)

    Settlement expense                                                                                                                                               (1,730)                  -

    Litigation costs                                                                                                                                                 (2,574)                  -

    Acquisition-related facilities adjustment                                                                                                                           (51)                  -
                                                                                                                                                                         ---                 ---

    Non-GAAP General and administrative expense                                                                                                                      $24,048             $13,798
                                                                                                                                                                     =======             =======


    GAAP Operating expenses                                                                                                                                         $189,403             $93,635

    Stock-based compensation                                                                                                                                         (4,636)            (6,736)

    Amortization of intangible assets                                                                                                                                (5,411)            (1,385)

    Settlement expense                                                                                                                                               (1,730)                  -

    Litigation costs                                                                                                                                                 (2,574)                  -

    Acquisition-related facilities adjustment                                                                                                                          (314)                  -

    Acquisition- and integration-related expense                                                                                                                     (8,692)            (4,735)

    Restructuring                                                                                                                                                   (12,765)            (1,071)
                                                                                                                                                                     -------              ------

    Non-GAAP Operating expenses                                                                                                                                     $153,281             $79,708
                                                                                                                                                                    ========             =======


    GAAP Loss from operations                                                                                                                                      $(59,019)          $(23,485)

    Acquisition-related revenue adjustment                                                                                                                            15,406                   -

    Acquisition-related cost of revenue adjustment                                                                                                                   (1,977)                  -

    Adjustment for new revenue standard                                                                                                                                5,964                   -

    Adjustment to cost of revenue for new revenue standard                                                                                                             (110)                  -

    Stock-based compensation                                                                                                                                           4,905               7,500

    Amortization of intangible assets                                                                                                                                 24,273               4,552

    Settlement expense                                                                                                                                                 1,730                   -

    Litigation costs                                                                                                                                                   2,574                   -

    Acquisition-related facilities adjustment                                                                                                                            463                   -

    Acquisition- and integration-related expense                                                                                                                       8,692               4,735

    Restructuring                                                                                                                                                     12,765               1,071
                                                                                                                                                                      ------               -----

    Non-GAAP Income (loss) from operations                                                                                                                           $15,666            $(5,627)
                                                                                                                                                                     =======             =======


    GAAP Loss from operations as a percentage of revenue                                                                                                              -22.8%             -21.5%

    Acquisition-related revenue adjustment                                                                                                                              7.1%               0.0%

    Acquisition-related cost of revenue adjustment                                                                                                                     -0.7%               0.0%

    Adjustment for new revenue standard                                                                                                                                 2.1%               0.0%

    Adjustment to cost of revenue for new revenue standard                                                                                                                 *               0.0%

    Stock-based compensation                                                                                                                                            1.8%               6.8%

    Amortization of intangible assets                                                                                                                                   8.7%               4.2%

    Settlement expense                                                                                                                                                  0.6%               0.0%

    Litigation costs                                                                                                                                                    0.9%               0.0%

    Acquisition-related facilities adjustment                                                                                                                           0.2%               0.0%

    Acquisition- and integration-related expense                                                                                                                        3.1%               4.3%

    Restructuring                                                                                                                                                       4.6%               1.0%

    Non-GAAP Income (loss) from operations as a percentage of revenue                                                                                                   5.6%              -5.2%
                                                                                                                                                                         ===                ====


      *  Less than 0.1% impact on income (loss) from operations as a percentage of revenue


                                                                                                   RIBBON COMMUNICATIONS INC.

                                                                                     Reconciliation of Non-GAAP and GAAP Financial Measures

                                                                                            (in thousands, except per share amounts)

                                                                                                          (unaudited)



                                                                                                                                            Six months ended
                                                                                                                                            ----------------

                                                                                                                                                June 30,               June 30,

                                                                                                                                                                  2018                2017
                                                                                                                                                                  ----                ----


    GAAP Net loss                                                                                                                                            $(64,826)          $(22,991)

    Acquisition-related revenue adjustment                                                                                                                      15,406                   -

    Acquisition-related cost of revenue adjustment                                                                                                             (1,977)                  -

    Adjustment for new revenue standard                                                                                                                          5,964                   -

    Adjustment to cost of revenue for new revenue standard                                                                                                       (110)                  -

    Stock-based compensation                                                                                                                                     4,905               7,500

    Amortization of intangible assets                                                                                                                           24,273               4,552

    Settlement expense                                                                                                                                           1,730                   -

    Litigation costs                                                                                                                                             2,574                   -

    Acquisition-related facilities adjustment                                                                                                                      463                   -

    Acquisition- and integration-related expense                                                                                                                 8,692               4,735

    Restructuring                                                                                                                                               12,765               1,071

    Gain on the sale of intangible asset                                                                                                                             -              (576)
                                                                                                                                                                   ---               ----

    Non-GAAP Net income (loss)                                                                                                                                  $9,859            $(5,709)
                                                                                                                                                                ======             =======


    Earnings (loss) per share:

    GAAP Loss per share                                                                                                                                        $(0.64)            $(0.47)

    Acquisition-related revenue adjustment                                                                                                                        0.16                   -

    Acquisition-related cost of revenue adjustment                                                                                                              (0.02)                  -

    Adjustment for new revenue standard                                                                                                                           0.06                   -

    Adjustment to cost of revenue for new revenue standard                                                                                                           *                  -

    Stock-based compensation                                                                                                                                      0.05                0.15

    Amortization of intangible assets                                                                                                                             0.24                0.09

    Settlement expense                                                                                                                                            0.02                   -

    Litigation costs                                                                                                                                              0.03                   -

    Acquisition-related facilities adjustment                                                                                                                        *                  -

    Acquisition- and integration-related expense                                                                                                                  0.08                0.10

    Restructuring                                                                                                                                                 0.12                0.02

    Gain on the sale of intangible asset                                                                                                                             -             (0.01)

    Non-GAAP Diluted earnings per share or (loss) per share                                                                                                      $0.10             $(0.12)
                                                                                                                                                                 =====              ======


    Shares used to compute diluted earnings per share or (loss) per share

      GAAP Shares used to compute loss per share                                                                                                               102,039              49,330

      Non-GAAP Shares used to compute diluted earnings per share or (loss) per share                                                                           102,268              49,330


    Adjusted EBITDA:

    GAAP Net loss                                                                                                                                            $(64,826)           (22,991)

    Interest (income) expense, net                                                                                                                               1,334               (512)

    Income tax provision                                                                                                                                         2,669                 594

    Depreciation                                                                                                                                                 5,318               3,595

    Amortization of intangible assets                                                                                                                           24,273               4,552

    Acquisition-related revenue adjustment                                                                                                                      15,406                   -

    Acquisition-related cost of revenue adjustment                                                                                                             (1,977)                  -

    Adjustment for new revenue standard                                                                                                                          5,964                   -

    Adjustment to cost of revenue for new revenue standard                                                                                                       (110)                  -

    Stock-based compensation                                                                                                                                     4,905               7,500

    Settlement expense                                                                                                                                           1,730                   -

    Litigation costs                                                                                                                                             2,574                   -

    Acquisition-related facilities adjustment                                                                                                                      463                   -

    Acquisition- and integration-related expense                                                                                                                 8,692               4,735

    Restructuring                                                                                                                                               12,765               1,071

    Other (income), net                                                                                                                                          1,804               (576)

    Non-GAAP Adjusted EBITDA                                                                                                                                   $20,984            $(2,032)
                                                                                                                                                               =======             =======


    *  Less than $0.01 impact on earnings (loss) per share


                  RIBBON COMMUNICATIONS INC.

        Reconciliation of Non-GAAP and GAAP Financial
                      Measures - Outlook

                        (in millions)

                         (unaudited)



                                                          Year

                                                         ending

                                                      December 31,

                                                                   2018
                                                                   ----


    Non-GAAP Revenue                                               $580

    Less acquisition-related adjustments
     and impact of new revenue standard                            (32)

    GAAP Revenue                                                   $548
                                                                   ====


    Adjusted EBITDA:  Ribbon has not
     provided a reconciliation of
     Adjusted EBITDA for the year ending
     December 31, 2018, as it is unable
     to project without unreasonable
     efforts the comparable GAAP net
     loss figure, which includes
     interest expense, net; income tax
     benefit (provision); depreciation;
     amortization of intangible assets;
     acquisition-related revenue and
     related cost of revenue
     adjustments; adjustments for the
     impact of the new revenue standard;
     stock-based compensation;
     settlement expense; litigation
     costs; acquisition-related
     facilities adjustments;
     acquisition- and integration-
     related expense; restructuring; and
     other income (expense), net.

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SOURCE Ribbon Communications Inc.