8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  November 20, 2013

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AVAYA INC.

(Exact Name of Registrant as Specified in its Charter)

____________________

Delaware	001-15951	22-3713430
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification
Incorporation)		Number)

4655 Great America Parkway
Santa Clara, California	95054
(Address of Principal Executive Office)	(Zip Code)

 Registrant’s telephone number, including area code:  (908) 953-6000

N/A

(Former Name or Former Address, if Changed Since Last Report)

 ____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On November 20, 2013, Avaya Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full fiscal year ended September 30, 2013. The full text of the press release is furnished as Exhibit 99.1. As previously announced, the Company will host a conference call to discuss its financial results at 2:00 p.m. PST on November 20, 2013. A copy of the presentation materials to be referenced in the conference call is furnished as Exhibit 99.2 and will be available on the Company’s investor relations website at http://investors.avaya.com.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit	Exhibit Name
99.1	Press Release, dated November 20, 2013, entitled “Avaya Reports Fourth Fiscal Quarter and Fiscal 2013 Financial Results”
99.2	Presentation to Investors, dated November 20, 2013, entitled “Avaya Q4 2013 Earnings Call”

Forward-Looking Statements

This current report on Form 8-K contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking” statements for purposes of the U.S. federal and state securities laws. These statements may be identified by the use of forward looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will” or the negative thereof or other variations thereon or comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. These factors, including those discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 may cause its actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov. The Company cautions you that the list of important factors included in the Company’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AVAYA INC.
Date: November 20, 2013	By:	/s/ David Vellequette
	Name:	David Vellequette
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1 Media Inquiries: Investor Inquiries: Deb Kline Matthew Booher John Nunziati 908-953-6179 (office) 908-953-7500 (office) 408-562-3780 (office) klined@avaya.com mbooher@avaya.com jfnunziati@avaya.com Avaya Reports Fourth Fiscal Quarter and Fiscal 2013 Financial Results Fourth Quarter 2013 Highlights: - Revenue of $1.2 billion - Operating Income of $113 million, Non-GAAP Operating Income(1) of $244 Million - Adjusted EBITDA(1) of $295 Million, 24.6% of revenue; both record levels Fiscal 2013 Highlights  Revenue of $4.7 billion  Operating Income of $78 million, Non-GAAP Operating Income(1) of $721 Million  Adjusted EBITDA(1) of $943 Million, record level of 20% of revenue Santa Clara, Calif. — Wednesday, November 20, 2013 – Avaya Inc., a global provider of business communications and collaboration systems, software and services, today reported results for the fourth quarter and full fiscal-year ended September 30, 2013. Total revenue for the fourth quarter was $1.2 billion, up 4.3% compared to the prior quarter. On a year over year basis revenue was down 6% compared to the fourth quarter of fiscal 2012. For the fourth fiscal quarter, adjusted EBITDA was $295 million which compares to adjusted EBITDA of $225 million for the prior quarter and $267 million for the fourth quarter of fiscal 2012. Non-GAAP operating income was $244 million compared to non-GAAP operating income of $171 million for the prior quarter and $206 million for the fourth quarter of fiscal 2012. Fourth quarter cash flow from operations was $52 million. Cash and cash equivalents totaled $288 million as of September 30, 2013. For fiscal 2013, Avaya reported revenue of $4.7 billion, down 9% compared to fiscal 2012 revenue of $5.17 billion. Non-GAAP operating income was $721 million in fiscal 2013 compared to $721 million in fiscal 2012. Fiscal 2013 adjusted EBITDA of $943 million was down $28 million compared to fiscal 2012.

“Avaya closed fiscal 2013 delivering solid fourth quarter results reflecting advancement of our business model.” said Kevin Kennedy, president and CEO. “Through the year, Avaya introduced over 100 new product releases to the market. Avaya’s portfolio of easy-to-use, high quality mobile video and collaboration tools is well positioned to meet the requirements of an increasingly mobile and connected anytime/anywhere workforce. As we transition into fiscal 2014, Avaya remains focused on broadening our innovative product portfolio, improving our go- to-market alignment with the markets we serve, and executing against our business model.” Fourth Fiscal Quarter Highlights  Revenue of $1.2 billion increased 4.3% compared to the prior quarter and decreased 6.0% compared to the fourth quarter of fiscal 2012  Gross margin was 56.8% compared to 54.5% for the prior quarter and 50.6% for the fourth quarter of fiscal 2012  Non-GAAP gross margin(1) was 58.1% compared to 56.0% for the prior quarter and 54.7% for the fourth quarter of fiscal 2012  GAAP operating income was $113 million compared to GAAP operating income of $14 million for the prior quarter and $76 million for the fourth quarter of fiscal 2012  Adjusted EBITDA was $295 million or 24.6% of revenue compared to $225 million or 19.5% of revenue for the prior quarter and $267 million or 20.9% of revenue for the fourth quarter of fiscal 2012  Fourth quarter adjusted EBITDA, fourth quarter and full-year total adjusted EBITDA as a percentage of revenue, and fourth quarter and full-year total gross margin percentage were all record levels for the company.  Product revenue of $617 million increased by 10.0% compared to the prior quarter and decreased by 5.4% compared to the fourth quarter of fiscal 2012.  Avaya Global Services revenue of $583 million decreased 1.2% compared to the prior quarter and decreased 6.7% compared to the fourth quarter of fiscal 2012  For the fourth fiscal quarter, percentage of revenue by geography was: ‐ U.S. – 55%, - EMEA – 26%, ‐ Asia-Pacific – 9% - Americas International – 10%. Conference Call and Webcast Avaya will discuss these results at 2:00 p.m. PST on Wednesday, November 20, 2013 in a live webcast and conference call. To join the webcast, listeners should access the investor page of our website (www.avaya.com/investors). Supplementary materials will be available at the same location. Following the live webcast, a replay will be available at the same web address in our event archives. To access the webcast by phone, dial 800-882-9327 in the U.S. or Canada and 706-645-9730 for international callers using the conference passcode number of 94144915. To ensure you are connected prior to the start, we suggest you access the website or the call 10-15 minutes before the start time. For those unable to participate during the live event, a replay of the conference call will be available beginning at 5:00 p.m. PST on November 20, 2013 through December 20, 2013 by dialing 855-859-2056 or 800-585-8367 within the United States and 404-537-3406 outside the United States. The replay access code is 94144915.

About Avaya Avaya is a global provider of business collaboration and communications solutions, providing unified communications, contact centers, networking and related services to companies of all sizes around the world. For more information please visit www.avaya.com. Certain statements contained in this press release may be forward-looking statements. These statements may be identified by the use of forward-looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "should" or "will" or other similar terminology. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these are reasonable, such forward looking statements involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results to differ materially from any future results expressed or implied by these forward-looking statements. For a list and description of such risks and uncertainties, please refer to Avaya's filings with the SEC that are available at www.sec.gov. Avaya disclaims any intention or obligation to update or revise any forward-looking statements. 1 Refer to Supplemental Financial Information accompanying this press release for a reconciliation of GAAP to non-GAAP numbers and for reconciliation of adjusted EBITDA for the third quarter of fiscal 2013 see our Form 10-Q filed with the SEC on August 9, 2013 at www.sec.gov.

2013 2012 2013 2012 REVENUE Products 617$ 652$ 2,337$ 2,672$ Services 583 625 2,371 2,499 1,200 1,277 4,708 5,171 COSTS Products: Costs (exclusive of amortization of intangibles) 232 284 963 1,146 Amortization of technology intangible assets 14 46 63 192 Services 273 301 1,122 1,247 519 631 2,148 2,585 GROSS PROFIT 681 646 2,560 2,586 OPERATING EXPENSES Selling, general and administrative 375 378 1,520 1,630 Research and development 102 120 445 464 Amortization of intangible assets 56 57 227 226 Goodwill impairment - - 89 - Restructuring and impairment charges, net 35 15 200 147 Acquisition-related costs - - 1 4 568 570 2,482 2,471 OPERATING INCOME 113 76 78 115 Interest expense (121) (107) (467) (431) Loss on extinguishment of debt - - (6) - Other expense, net (5) (13) (14) (20) LOSS BEFORE INCOME TAXES (13) (44) (409) (336) Benefit from (provision for) income taxes 36 54 45 (8) NET INCOME (LOSS) 23$ 10$ (364)$ (344)$ For the three months ended September 30, Avaya Inc. Consolidated Statements of Operations (Unaudited; in millions) For the twelve months ended September 30,

September 30, September 30, 2013 2012 ASSETS Current assets: Cash and cash equivalents 288$ 337$ Accounts receivable, net 716 782 Inventory 245 255 Deferred income taxes, net 52 18 Other current assets 253 252 TOTAL CURRENT ASSETS 1,554 1,644 Property, plant and equipment, net 334 364 Deferred income taxes, net 34 43 Intangible assets, net 1,486 1,775 Goodwill 4,092 4,188 Other assets 172 180 TOTAL ASSETS 7,672$ 8,194$ LIABILITIES Current liabilities: Debt maturing within one year 35$ 37$ Accounts payable 408 438 Payroll and benefit obligations 256 262 Deferred revenue 671 616 Business restructuring reserve, current portion 92 84 Other current liabilities 257 302 TOTAL CURRENT LIABILITIES 1,719 1,739 Long-term debt 6,051 6,084 Pension obligations 1,510 1,763 Other postretirement obligations 290 360 Deferred income taxes, net 243 204 Business restructuring reserve, non-current portion 78 51 Other liabilities 450 429 TOTAL NON-CURRENT LIABILITIES 8,622 8,891 Commitments and contingencies STOCKHOLDER'S DEFICIENCY Common stock - - Additional paid-in capital 2,937 2,926 Accumulated deficit (4,600) (4,236) Accumulated other comprehensive loss (1,006) (1,126) TOTAL STOCKHOLDER'S DEFICIENCY (2,669) (2,436) TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY 7,672$ 8,194$ Avaya Inc. (Unaudited; in millions) Consolidated Balance Sheets

2013 2012 Net cash (used for) provided by: Net loss (364)$ (344)$ 459 610 Changes in operating assets and liabilities 56 (222) Operating activities 151 44 Investing activities (113) (271) Financing activities (79) 157 Effect of exchange rate changes on cash and cash equivalents (8) 7 Net decrease in cash and cash equivalents (49) (63) Cash and cash equivalents at beginning of period 337 400 Cash and cash equivalents at end of period 288$ 337$ Adjustments to net loss Avaya Inc. Condensed Statements of Cash Flows (Unaudited; in millions) For the twelve months ended September 30,

Avaya Inc. Supplemental Schedules of Revenue (Unaudited; in millions) Dec. 31, Mar. 31, June 30, 2012 2013 2013 2013 2012 2013 2012 Amount Pct. Revenue by Segment 573$ 473$ 497$ Global Communications Solutions 553$ 588$ 46% 46% (35)$ -6.0% - - (1) Purchase accounting adjustments - - 0% 0% - - 58 56 64 Networking 64 64 5% 5% - 0.0% 631 529 560 Total ECS product revenue 617 652 51% 51% (35) -5.4% 609 589 590 AGS 583 625 49% 49% (42) -6.7% 1,240$ 1,118$ 1,150$ Total revenue 1,200$ 1,277$ 100% 100% (77)$ -6.0% Revenue by Geography 670$ 592$ 639$ U.S. 659$ 694$ 55% 54% (35)$ -5.0% International: 331 298 297 EMEA 313 327 26% 26% (14) -4.3% 123 116 105 APAC - Asia Pacific 113 126 9% 10% (13) -10.3% 116 112 109 115 130 10% 10% (15) -11.5% 570 526 511 Total International 541 583 45% 46% (42) -7.2% 1,240$ 1,118$ 1,150$ Total Revenue 1,200$ 1,277$ 100% 100% (77)$ -6.0% For the Three Months Ended For the Three Months Ended September 30, Mix Americas International - Canada and Latin America Revenues Change

Use of Non-GAAP (Adjusted) Financial Measures The information furnished in this release includes non-GAAP financial measures that differ from measures calculated in accordance with GAAP, including adjusted EBITDA, Non-GAAP gross margin and Non-GAAP operating income. EBITDA is defined as net income (loss) before income taxes, interest expense, interest income and depreciation and amortization. Adjusted EBITDA is EBITDA further adjusted to exclude certain charges and other adjustments permitted in calculating covenant compliance under our debt agreements as further described in our SEC filings. We believe that including supplementary information concerning adjusted EBITDA is appropriate to provide additional information to investors to demonstrate compliance with our debt agreements and because it serves as a basis for determining management compensation. In addition, we believe adjusted EBITDA provides more comparability between our historical results and results that reflect purchase accounting and our current capital structure. Accordingly, adjusted EBITDA measures our financial performance based on operational factors that management can impact in the short-term, namely the company’s pricing strategies, volume, costs and expenses of the organization. Adjusted EBITDA has limitations as an analytical tool. Adjusted EBITDA does not represent net income (loss) or cash flow from operations as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. While adjusted EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, these terms are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation. Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters that we consider not to be indicative of our ongoing operations. In particular, based on our debt agreements the definition of adjusted EBITDA allows us to add back certain non-cash charges that are deducted in calculating net income (loss). Our debt agreements also allow us to add back restructuring charges, certain fees payable to our private equity sponsors and other specific cash costs and expenses as defined in the agreements and that portion of our pension costs, other post-employment benefits costs, and non-retirement post-employment benefits costs representing the amortization of pension service costs and actuarial gain or loss associated with these employment benefits. However, these are expenses that may recur, may vary and are difficult to predict. Further, our debt agreements require that adjusted EBITDA be calculated for the most recent four fiscal quarters. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four-quarter period or any complete fiscal year. Non-GAAP gross margin excludes the amortization of technology intangible assets, impairment of long lived assets, transition services agreement costs incurred in connection with the acquisition of Nortel’s enterprise solutions business, share based compensation and purchase accounting adjustments. We have included Non-GAAP gross margin because we believe it provides additional useful information to investors regarding our operations by excluding those charges that management does not believe are reflective of the company’s ongoing operating results when assessing the performance of the business. Non-GAAP operating income excludes the amortization of technology intangible assets, restructuring and impairment charges, acquisition and integration related costs, share based compensation, impairment of long lived assets and purchase accounting adjustments. We have included Non-GAAP operating income because we believe it provides additional useful information to investors regarding our operations by excluding those charges that management does not

believe are reflective of the company’s ongoing operating results when assessing the performance of the business. These non-GAAP measures are not based on any comprehensive set of accounting rules or principles and have limitations as analytical tools in that they do not reflect all of the amounts associated with Avaya’s results of operations as determined in accordance with GAAP. As such, these measures should only be used to evaluate Avaya's results of operations in conjunction with the corresponding GAAP measures. The following tables reconcile GAAP measures to non-GAAP measures: 2013 2012 2013 2012 Net income (loss) 23$ 10$ (364)$ (344)$ Interest expense 121 107 467 431 Interest income - - (2) (3) (Benefit from) provision for income taxes (36) (54) (45) 8 Depreciation and amortization 123 138 454 564 231 201 510 656 Impact of purchase accounting adjustments - 1 1 3 Restructuring charges, net 35 14 200 142 Sponsors' fees 2 2 7 7 Acquisition-related costs - - 1 4 Integration-related costs 3 5 15 19 Loss on extinguishment of debt - - 6 - Third-party fees expensed in connection with the debt modification - - 18 - Non-cash share-based compensation 4 1 11 8 Write-down of assets held for sale to net realizable value - 1 - 5 (Gain) loss on investments and sale of long-lived assets, net - - (1) 3 Goodwill impairment - - 89 - Impairment of long-lived assets - 4 1 6 Reversal of contingent liability related to acquisition - (1) - (1) Venezuela hyperinflationary and devaluation charges - - 1 - Resolution of legal matters - - 10 - Loss (gain) on foreign currency transactions 5 14 (5) 21 Pension/OPEB/nonretirement postemployment benefits and long-term disability costs 15 25 79 98 Adjusted EBITDA 295$ 267$ 943$ 971$ EBITDA For the three months ended September 30, For the twelve months ended September 30, Avaya Inc. Supplemental Schedule of Non-GAAP Adjusted EBITDA (Unaudited; in millions)

Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Sept. 30, Sept. 30, 2012 2012 2013 2013 2013 2012 2013 GAAP Gross Profit 646$ 666$ 586$ 627$ 681$ 2,586$ 2,560$ GAAP Gross Margin 50.6% 53.7% 52.4% 54.5% 56.8% 50.0% 54.4% Items excluded: Amortization of technology intangible assets 46 22 14 13 14 192 63 Impairment of capitalized software development costs 4 - - 1 - 6 1 Share-based compensation 1 1 - 2 2 4 5 Purchase accounting adjustments 1 - - 1 - 3 1 Non-GAAP Gross Profit 698$ 689$ 600$ 644$ 697$ 2,791$ 2,630$ Non-GAAP Gross Margin 54.7% 55.6% 53.7% 56.0% 58.1% 54.0% 55.9% Reconciliation of Non-GAAP Operating Income GAAP Operating Income (Loss) 76$ 23$ (72)$ 14$ 113$ 115$ 78$ Percentage of Revenue 6% 2% -6% 1% 9% 2% 2% Items excluded: Amortization of acquired assets 103 79 71 70 70 418 290 Restructuring and impairment charges, net 15 84 18 63 35 147 200 Acquisition/integration-related costs 6 5 6 5 4 24 20 Share-based compensation 1 2 1 4 4 8 11 Impairment of capitalized software development costs 4 - - 1 - 6 1 Incremental accelerated depreciation - - - 3 18 - 21 Goodwill impairment - - 89 - - - 89 Resolution of legal matters - - - 10 - - 10 Purchase accounting adjustments 1 - - 1 - 3 1 Non-GAAP Operating Income 206$ 193$ 113$ 171$ 244$ 721$ 721$ Percentage of Revenue 16.1% 15.6% 10.1% 14.9% 20.3% 13.9% 15.3% Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin Avaya Inc. Supplemental Schedules of Non-GAAP Reconciliations (Unaudited; in millions) For the Twelve Months EndedFor the Three Months Ended

Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Sept. 30, Sept. 30, 2012 2012 2013 2013 2013 2012 2013 Revenue 652$ 631$ 529$ 560$ 617$ 2,672$ 2,337$ Costs (exclusive of amortization of technology intangible assets) 284 261 236 234 232 1,145 963 Amortization of technology intangible assets 46 22 14 13 14 192 63 GAAP Gross Profit 322 348 279 313 371 1,335 1,311 GAAP Gross Margin 49.4% 55.2% 52.7% 55.9% 60.1% 50.0% 56.1% Items excluded: Amortization of technology intangible assets 46 22 14 13 14 192 63 Impairment of capitalized software development costs 4 - - 1 - 6 1 Purchase accounting adjustments 1 - - 1 - 3 1 Non-GAAP Gross Profit 373$ 370$ 293$ 328$ 385$ 1,536$ 1,376$ Non-GAAP Gross Margin 57.2% 58.6% 55.4% 58.5% 62.4% 57.4% 58.9% Revenue 625$ 609$ 589$ 590$ 583$ 2,499$ 2,371$ Costs 301 291 282 276 273 1,248 1,122 GAAP Gross Profit 324 318 307 314 310 1,251 1,249 GAAP Gross Margin 51.8% 52.2% 52.1% 53.2% 53.2% 50.1% 52.7% Items excluded: Share-based compensation 1 1 - 2 2 4 5 Non-GAAP Gross Profit 325$ 319$ 307$ 316$ 312$ 1,255$ 1,254$ Non-GAAP Gross Margin 52.0% 52.4% 52.1% 53.6% 53.5% 50.2% 52.9% Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin - Services Avaya Inc. Supplemental Schedules of Non-GAAP Reconciliation of Gross Profit and Gross Margin by Portfolio (Unaudited; in millions) For the Three Months Ended Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin - Products For the Twelve Months Ended

EX-99.2

The Power of We™ November 20, 2013 Avaya Q4 2013 Earnings Call Exhibit 99.2

© 2013 Avaya 2 Forward - Looking Statements Certain statements contained in this presentation are forward-looking statements, including statements regarding our future financial and operating performance, as well as statements regarding our future growth plans and drivers. These statements may be identified by the use of forward-looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "should" or "will" or other similar terminology. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. For a list and description of such risks and uncertainties, please refer to our filings with the SEC that are available at www.sec.gov and in particular, our 2012 Form 10-K and our Form 10-Q filed with the SEC on August 9, 2013. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This presentation should be read in conjunction with our Form 8-K filed with the SEC on November 20, 2013. Within this presentation, we refer to certain non‐GAAP financial measures that involve adjustments to GAAP measures. A reconciliation between our non-GAAP financial measures and GAAP financial measures is included on the last two slides of this presentation. These slides, as well as current and historical financial data are available on our web site at www.avaya.com/investors None of the information included on the website is incorporated by reference in this presentation.

© 2013 Avaya 3 Fiscal Q4 2013 Key Messages  Avaya remains committed to broadening its innovative product portfolio  Avaya is aligning its products and Go-To-Market approach with the needs of its served markets  Avaya’s Q4 financial performance reflects solid execution against its business model “Avaya closed fiscal 2013 delivering solid fourth quarter results reflecting advancement of our business model.” said Kevin Kennedy, president and CEO. “Through the year, Avaya introduced over 100 new product releases to the market. Avaya’s portfolio of easy-to-use, high quality mobile video and collaboration tools is well positioned to meet the requirements of an increasingly mobile and connected anytime/anywhere workforce. As we transition into fiscal 2014, Avaya remains focused on broadening our innovative product portfolio, improving our go-to-market alignment with the markets we serve, and executing against our business model.”

© 2013 Avaya 4 Fiscal Q4 2013 Financial Highlights (Amounts other than Revenue, Cash Flow, and Cash are non-GAAP)  Revenue of $1.2 billion increased 4.3% over the prior quarter – Increases in all geographies and in US Government-related business – Second quarter of sequential revenue growth – Product Book-to-Bill was greater than 1 for the third quarter in a row  Gross margin increased over the prior quarter to record high 58.1%  Operating income of $244 million – Operating margin record level of 20.3%  Adjusted EBITDA of $295 million or 24.6% of revenue (both record levels)  FQ4 2013 Cash Flow from operations was $52 million versus $11 million in Q3  Cash and cash equivalents balance of $288 million as of 9/30/13

© 2013 Avaya 5 Income Statement (All amounts non-GAAP, other than Revenue, and dollars in millions) FQ4 2013 FQ3 2013 FQ4 2012 Revenue: Product $617 $560 $652 Services $583 $590 $625 Total Revenue $1,200 $1,150 $1,277 Gross Margin: Product 62.4% 58.5% 57.2% Services 53.5% 53.6% 51.8% Total Gross Margin 58.1% 56.0% 54.7% Operating Margin 20.3% 14.9% 16.1% Adjusted EBITDA $295 $225 $267 * For reconciliation of Gross Margins and adjusted EBITDA for the third quarter of 2013 see our Form 10-Q filed with the SEC on August 9,2013 at www.sec.gov. .

© 2013 Avaya 6 Revenue by Geographic Region (Amounts GAAP and dollars in millions) FQ4 2013 FQ3 2013 FQ4 2012 Revenue U.S. $659 $639 $694 EMEA $313 $297 $327 APAC $113 $105 $126 AI $115 $109 $130 Total $1, 200 $1,150 $1,277 % of Total Revenue U.S. 55% 56% 54% EMEA 26% 26% 26% APAC 9% 9% 10% AI 10% 9% 10% Total 100% 100% 100%

© 2013 Avaya 7 Balance Sheet and Operating Metrics (Dollars in millions, Balance sheet items as of the end of the period indicated) FQ4 2013 FQ3 2013 FQ4 2012 Total Cash and Cash Equivalents $288 $271 $337 Cash from Operations $52 $11 $104 Capital Expenditures and Capitalized Software $34 $33 $37 Days Sales Outstanding 54 52 55 Inventory Turns 8.5 8.2 10.3 Headcount * 14,315 15,117 16,951 Annualized Quarterly Revenue/ Headcount as of 9/30/2013 ($K) $335 $305 $301 * 2013 Headcount amounts shown are net of reductions associated with actions effective on 6/30/13 and 9/30/13

© 2013 Avaya 8 Avaya Operating Model (Dollars in millions) Quarterly Operating Model (after benefits from Cost Reduction Actions1) Revenue Range $1,100 - $1,150 Adjusted EBITDA Range $250 - $275 Adjusted EBITDA Margin 22.7% - 23.9% Expected Annualized Cost Reductions From Actions Initiated in Q1/Q2 FY 2013 $200 From Actions Initiated in Q3/Q4 FY 2013 $260 1 - Upon realization of all the benefits from the cost reduction initiatives and assuming the revenue range indicated  Upon realization of cost reductions, model performance provides healthy profitability  Expect cost reductions already initiated to be completed by December 2013 and realized in March 2014 quarter  Expenses & cash needed for restructuring are trending down in 2014

© 2013 Avaya 9 0.15 2.0 1.1 1.3 1.4 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 2013 2014 2015 2016 2017 2018 2019 2020 2021 Avaya Debt Maturity Profile ($ in Billions, by calendar year) Senior Secured Bonds (9%) Senior Secured Bonds (7%) Cash Pay Notes (9.75%) PIK Toggle Notes (10.125%) TLB – 5 (8.0%) TLB – 4 (7.5%) TLB – 3 (4.8%) 2nd Lien Bonds (10.5%)  No significant debt maturities until 2017 and beyond  Amortization of 1% ($38M), paid annually against term loan amounts  Cash generation in line with cash needs for debt service, pension obligations, taxes, restructuring, and capital spending

© 2013 Avaya 10 400 345 355 271 337 285 302 271 288 335 335 335 335 335 335 335 335 335 200 200 200 200 200 200 200 200 200 0 100 200 300 400 500 600 700 800 900 1000 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 $ Millions Cash Asset Based Revolver Cash Flow Revolver Avaya Liquidity Cash plus additional capacity under existing revolvers* (as of the end of each period indicated)  Cash balance has been relatively stable  Disciplined focus on working capital management * excludes issued and outstanding letters of credit

© 2013 Avaya 11 Non-GAAP Reconciliation Adjusted EBITDA * For reconciliation of adjusted EBITDA for the third quarter of 2013 see our Form 10-Q filed with the SEC on August 9,2013 at www.sec.gov. . 2013 2012 2013 2012 Net income (loss) 23$ 10$ (364)$ (344)$ Interest expense 121 107 467 431 Interest income - - (2) (3) (Benefit from) provision for income taxes (36) (54) (45) 8 Depreciation and amortization 123 138 454 564 231 201 510 656 Impact of purchase accounting adjustments - 1 1 3 Restructuring charges, net 35 14 200 142 Sponsors' fees 2 2 7 7 Acquisition-related costs - - 1 4 Integration-related costs 3 5 15 19 Loss on extinguishment of debt - - 6 - Third-party fees expensed in connection with the debt modification - - 18 - Non-cash share-based compensation 4 1 11 8 Write-down of assets held for sale to net realizable value - 1 - 5 (Gain) loss on investments and sale of long-lived assets, net - - (1) 3 Goodwill impairment - - 89 - Impairment of long-lived assets - 4 1 6 Reversal of contingent liability related to acquisition - (1) - (1) Venezuela hyperinflationary and devaluation charges - - 1 - Resolution of legal matters - - 10 - Loss (gain) on foreign currency transactions 5 14 (5) 21 Pension/OPEB/nonretirement postemployment benefits and long-term disability costs 15 25 79 98 Adjusted EBITDA 295$ 267$ 943$ 971$ EBITDA For the three months ended September 30, For the twelve months ended September 30, Avaya Inc. Supplemental Schedule of Non-GAAP Adjusted EBITDA (Unaudited; in millions)

© 2013 Avaya 12 Non-GAAP Reconciliation Gross Margin and Operating Income Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Sept. 30, Sept. 30, 2012 2012 2013 2013 2013 2012 2013 GAAP Gross Profit 646$ 666$ 586$ 627$ 681$ 2,586$ 2,560$ GAAP Gross Margin 50.6% 53.7% 52.4% 54.5% 56.8% 50.0% 54.4% Items excluded: Amortization of technology intangible assets 46 22 14 13 14 192 63 Impairment of capitalized software development costs 4 - - 1 - 6 1 Share-based compensation 1 1 - 2 2 4 5 Purchase accounting adjustments 1 - - 1 - 3 1 Non-GAAP Gross Profit 698$ 689$ 600$ 644$ 697$ 2,791$ 2,630$ Non-GAAP Gross Margin 54.7% 55.6% 53.7% 56.0% 58.1% 54.0% 55.9% Reconciliation of Non-GAAP Operating Income GAAP Operating Income (Loss) 76$ 23$ (72)$ 14$ 113$ 115$ 78$ Percentage of Revenue 6% 2% -6% 1% 9% 2% 2% Items excluded: Amortization of acquired assets 103 79 71 70 70 418 290 Restructuring and impairment charges, net 15 84 18 63 35 147 200 Acquisition/integration-related costs 6 5 6 5 4 24 20 Share-based compensation 1 2 1 4 4 8 11 Impairment of capitalized software development costs 4 - - 1 - 6 1 Incremental accelerated depreciation - - - 3 18 - 21 Goodwill impairment - - 89 - - - 89 Resolution of legal matters - - - 10 - - 10 Purchase accounting adjustments 1 - - 1 - 3 1 Non-GAAP Operating Income 206$ 193$ 113$ 171$ 244$ 721$ 721$ Percentage of Revenue 16.1% 15.6% 10.1% 14.9% 20.3% 13.9% 15.3% Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin Avaya Inc. Supplemental Schedules of Non-GAAP Reconciliations (Unaudited; in millions) For the Twelve Months EndedFor the Three Months Ended

© 2013 Avaya 13 Non-GAAP Reconciliation Product and Services Gross Margins Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Sept. 30, Sept. 30, 2012 2012 2013 2013 2013 2012 2013 Revenue 652$ 631$ 529$ 560$ 617$ 2,672$ 2,337$ Costs (exclusive of amortization of technology intangible assets)ts (exclusive of amortization of technology intangible assets) 284 261 236 234 232 1,145 963 Amortization of technology intangible assetsortiz tion of technol gy intangible assets 46 22 14 13 14 192 63 GAAP Gross Profit 322 348 279 313 371 1,335 1,311 GAAP Gross Margin 49.4% 55.2% 52.7% 55.9% 60.1% 50.0% 56.1% Items excluded: Amortization of technology intangible assets 46 22 14 13 14 192 63 Impairment of capitalized software development costs 4 - - 1 - 6 1 Purchase accounting adjustments 1 - - 1 - 3 1 Non-GAAP Gross Profit 373$ 370$ 293$ 328$ 385$ 1,536$ 1,376$ Non-GAAP Gross Margin 57.2% 58.6% 55.4% 58.5% 62.4% 57.4% 58.9% Revenue 625$ 609$ 589$ 590$ 583$ 2,499$ 2,371$ Costs 301 291 282 276 273 1,248 1,122 GAAP Gross Profit 324 318 307 314 310 1,251 1,249 GAAP Gross Margin 51.8% 52.2% 52.1% 53.2% 53.2% 50.1% 52.7% Items excluded: Share-based compensation 1 1 - 2 2 4 5 Non-GAAP Gross Profit 325$ 319$ 307$ 316$ 312$ 1,255$ 1,254$ Non-GAAP Gross Margin 52.0% 52.4% 52.1% 53.6% 53.5% 50.2% 52.9% Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin - Services Avaya Inc. Supplemental Schedules of Non-GAAP Reconciliation of Gross Profit and Gross Margin by Portfolio (Unaudited; in millions) For the Three Months Ended Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin - Products For the Twelve Months Ended