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): February 5, 2013

AVAYA INC.

(Exact Name of Registrant as Specified in its Charter)

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

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

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

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

¨ Pre-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 February 5, 2013, Avaya Inc. (the “Company”) issued a press release announcing its financial results for fiscal first quarter 2013 ended December 31, 2012. 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 5:00 p.m. EST on February 5, 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

99.1	Press Release, dated February 5, 2013, entitled “Avaya Reports First Fiscal Quarter 2013 Results”
99.2	Presentation to Investors, dated February 5, 2013, entitled “Avaya Q1 2013 Earnings Call”

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: February 5, 2013	By:	/s/ David Vellequette
	Name:	David Vellequette
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Media Inquiries:	Investor Inquiries:
Marijke Shugrue	Matthew Booher
908-953-7643 (office)	908-953-7500 (office)
mshugrue@avaya.com	mbooher@avaya.com

AVAYA REPORTS FIRST FISCAL QUARTER 2013 RESULTS

First Quarter 2013

• Revenue of $1.24 billion

• Operating Income of $23 Million, Non-GAAP Operating Income⁽¹⁾ of $193 Million

• Adjusted EBITDA⁽¹⁾ of $251 Million

Santa Clara, CA. – Avaya Inc., a global provider of business communications and collaboration systems, software and services, today reported results for the first quarter of fiscal 2013. For the first fiscal quarter, revenue was $1.24 billion, down 2.9% compared to the prior quarter, primarily due to seasonality and reduced demand in the U.S. Federal Government sector and the Americas International theater. On a year over year basis revenue was down 10.6% compared to the first quarter of fiscal 2012. The revenue decline was primarily due to lower customer demand in a cautious spending environment. Operating income was $23 million compared to operating income of $76 million for the prior quarter and $82 million for the first quarter of fiscal 2012. First quarter adjusted EBITDA was $251 million which compares to adjusted EBITDA of $267 million for the prior quarter and $279 million for the first quarter of fiscal 2012. Cash flow from operations was $6 million for the first quarter. Cash and cash equivalents was $285 million as of December 31, 2012 compared to $337 million as of September 30, 2012.

“Avaya’s first quarter results evidenced continued operational discipline as revenue declined due to the current cautious economic environment,” said Kevin Kennedy, President and CEO, Avaya. “We continued to take the necessary actions to reduce our cost structure and improve our profitability. Avaya will continue to execute and deliver operational efficiencies and productivity improvements while maintaining our focus on growth, through product innovation and improved alignment of our go to market investments.”

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 fourth quarter of 2012 see our Form 8-K filed with the SEC on December 11, 2012 at www.sec.gov.

First Fiscal Quarter Highlights

• Revenue of $1.24 billion decreased 2.9% compared to the prior quarter and decreased 10.6% compared to the first quarter of fiscal 2012

• Gross margin was 53.7% compared to 50.6% for the prior quarter and 50.8% for the first quarter of fiscal 2012

• Non-GAAP gross margin⁽¹⁾ was 55.6% compared to 54.7% for the prior quarter and 54.4% for the first quarter of fiscal 2012

• Adjusted EBITDA was $251 million or 20.2% of revenue compared to $267 million or 20.9% of revenue for the prior quarter and $279 million or 20.1% of revenue for the first quarter of fiscal 2012

• Global Communications Solutions revenue of $573 million decreased 2.6% compared to the prior quarter and decreased 14.1% compared to the first quarter of fiscal 2012

• Networking revenue of $58 million decreased 9.4% compared to the prior quarter and decreased 29.3% compared to the first quarter of 2012

• Avaya Global Services revenue of $609 million decreased 2.6% compared to the prior quarter and decreased 4.5% compared to the first quarter of 2012

• For the first fiscal quarter, percentage of revenue by geography was, U.S. with 54%, EMEA with 27%, Asia – Pacific with 10% and Americas International with 9%.

• The Company had $285 million in cash and cash equivalents as of December 31, 2012

Conference Call and Webcast

Avaya will host a conference call to discuss these results at 5:00 p.m. EST on Tuesday, February 5, 2013. To access the conference call, dial 800-882-9327 in the U.S. or Canada and 706-645-9730 for international callers and provide the operator the conference passcode number of 91163824. To ensure you are on the call from the start, we suggest you access the call 10-15 minutes prior to the start of the call.

WEBCAST Information: Avaya will webcast this conference call live. To ensure that you are on the webcast, we suggest that you access our website (www.avaya.com/investors) 10-15 minutes prior to the start. Supplementary materials accompanying the conference call are available at the same location. Following the live webcast, a replay will be available on our archives at the same web address.

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 are 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 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 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, whether as a result of new information, future events or otherwise.

Avaya Inc.

Consolidated Statements of Operations

(Unaudited; in millions)

	For the three months ended December 31,
	2012			2011
REVENUE
Products	$	631		$	749
Services		609			638
		1,240			1,387
COSTS
Products:
Costs (exclusive of amortization of intangibles)		261			311
Amortization of technology intangible assets		22			50
Services		291			322
		574			683
GROSS PROFIT		666			704
OPERATING EXPENSES
Selling, general and administrative		384			433
Research and development		118			111
Amortization of intangible assets		57			56
Restructuring and impairment charges, net		84			21
Acquisition-related costs		—			1
		643			622
OPERATING INCOME		23			82
Interest expense		(108	)		(109	)
Loss on extinguishment of debt		(3	)		—
Other expense, net		(6	)		(1	)
LOSS BEFORE INCOME TAXES		(94	)		(28	)
Benefit from income taxes		(9	)		(2	)
NET LOSS	$	(85	)	$	(26	)

Avaya Inc.

Consolidated Balance Sheets

(Unaudited; in millions)

	December 31, 2012			September 30, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	285		$	337
Accounts receivable, net		763			782
Inventory		258			255
Deferred income taxes, net		16			18
Other current assets		260			252
TOTAL CURRENT ASSETS		1,582			1,644
Property, plant and equipment, net		360			364
Deferred income taxes, net		45			43
Intangible assets, net		1,697			1,775
Goodwill		4,188			4,188
Other assets		193			180
TOTAL ASSETS	$	8,065		$	8,194
LIABILITIES
Current liabilities:
Debt maturing within one year	$	34		$	37
Accounts payable		446			438
Payroll and benefit obligations		236			262
Deferred revenue		617			616
Business restructuring reserve, current portion		122			84
Other current liabilities		240			302
TOTAL CURRENT LIABILITIES		1,695			1,739
Long-term debt		6,075			6,084
Pension obligations		1,754			1,763
Other postretirement obligations		351			360
Deferred income taxes, net		207			204
Business restructuring reserve, non-current portion		78			51
Other liabilities		438			429
TOTAL NON-CURRENT LIABILITIES		8,903			8,891
Commitments and contingencies
DEFICIENCY
Common stock		—			—
Additional paid-in capital		2,927			2,926
Accumulated deficit		(4,321	)		(4,236	)
Accumulated other comprehensive loss		(1,139	)		(1,126	)
TOTAL DEFICIENCY		(2,533	)		(2,436	)
TOTAL LIABILITIES AND DEFICIENCY	$	8,065		$	8,194

Avaya Inc.

Condensed Statements of Cash Flows

(Unaudited; in millions)

	For the three months ended December 31,
	2012			2011
Net cash (used for) provided by:
Net loss	$	(85	)	$	(26	)
Adjustments to net loss		101			157
Changes in operating assets and liabilities		(10	)		(141	)
Operating activities		6			(10	)
Investing activities		(31	)		(36	)
Financing activities		(26	)		(10	)
Effect of exchange rate changes on cash and cash equivalents		(1	)		1
Net decrease in cash and cash equivalents		(52	)		(55	)
Cash and cash equivalents at beginning of year		337			400
Cash and cash equivalents at end of year	$	285		$	345

Avaya Inc.

Supplemental Revenue Schedules

(Unaudited; in millions)

For the Three Months Ended									For the Three Months Ended December 31,
Mar. 31,			June 30,			September 30,			Revenues				Mix						Change
2012			2012			2012			2012		2011		2012			2011			Amount			Pct.
								Revenue by Segment
$	574		$	561		$	588	Global Communications Solutions	$	573	$	667		46	%		48	%	$	(94	)		-14.1	%
	(1	)		(1	)		—	Purchase accounting adjustments		—		—		0	%		0	%		—			—
	64			74			64	Networking		58		82		5	%		6	%		(24	)		-29.3	%
	637			634			652	Total ECS product revenue		631		749		51	%		54	%		(118	)		-15.8	%
	620			616			625	AGS		609		638		49	%		46	%		(29	)		-4.5	%
$	1,257		$	1,250		$	1,277	Total revenue	$	1,240	$	1,387		100	%		100	%	$	(147	)		-10.6	%
								Revenue by Geography
$	678		$	666		$	694	U.S.	$	670	$	748		54	%		54	%	$	(78	)		-10.4	%
								International:
	327			330			327	EMEA		331		365		27	%		26	%		(34	)		-9.3	%
	117			128			126	APAC - Asia Pacific		123		126		10	%		9	%		(3	)		-2.4	%
	135			126			130	Americas International - Canada and Latin America		116		148		9	%		11	%		(32	)		-21.6	%
	579			584			583	Total International		570		639		46	%		46	%		(69	)		-10.8	%
$	1,257		$	1,250		$	1,277	Total Revenue	$	1,240	$	1,387		100	%		100	%	$	(147	)		-10.6	%

6

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 principals 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:

Avaya Inc.

Supplemental Schedule of Non-GAAP Adjusted EBITDA

(Unaudited; in millions)

	For the three months ended December 31,
	2012			2011
Net loss	$	(85	)	$	(26	)
Interest expense		108			109
Interest income		(1	)		(1	)
Benefit from income taxes		(9	)		(2	)
Depreciation and amortization		114			143
EBITDA		127			223
Restructuring charges, net		84			21
Sponsors’ fees		2			2
Acquisition-related costs		—			1
Integration-related costs		4			5
Loss on extinguishment of debt		3			—
Third-party fees expensed in connection with the debt modification		4			—
Non-cash share-based compensation		2			3
Loss on investments and sale of long-lived assets, net		—			1
Loss on foreign currency transactions		2			1
Pension/OPEB/nonretirement postemployment benefits and long-term disability costs		23			22
Adjusted EBITDA	$	251		$	279

Avaya Inc.

Supplemental Schedules of Non-GAAP Reconciliations

(Unaudited; in millions)

	For the Three Months Ended
	Dec. 31 2011			Mar. 31, 2012			June 30 2012			Sept. 30, 2012			Dec. 31 2012
Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin
GAAP Gross Profit	$	704		$	613		$	623		$	646		$	666
GAAP Gross Margin		50.8	%		48.8	%		49.8	%		50.6	%		53.7	%
Items excluded:
Amortization of technology intangible assets		50			49			47			46			22
Impairment of capitalized software development costs		—			—			2			4			—
Share-based compensation		1			1			1			1			1
Purchase accounting adjustments		—			1			1			1			—
Non-GAAP Gross Profit	$	755		$	664		$	674		$	698		$	689
Non-GAAP Gross Margin		54.4	%		52.8	%		53.9	%		54.7	%		55.6	%
Reconciliation of Non-GAAP Operating Income
GAAP Operating Income (Loss)	$	82		$	(66	)	$	23		$	76		$	23
Percentage of Revenue		6	%		-5	%		2	%		6	%		2	%
Items excluded:
Amortization of acquired assets		106			105			104			103			79
Restructuring and impairment charges, net		21			90			21			15			84
Acquisition/integration-related costs		6			6			6			6			5
Share-based compensation		3			2			2			1			2
Impairment of capitalized software development costs		—			—			2			4			—
Purchase accounting adjustments		—			1			1			1			—
Non-GAAP Operating Income	$	218		$	138		$	159		$	206		$	193
Percentage of Revenue		15.7	%		11.0	%		12.7	%		16.1	%		15.6	%

EX-99.2

February 5, 2013

Avaya Q1 2013 Earnings Call

The Power of We

™

Exhibit 99.2

©

2012 Avaya –

Proprietary. Use pursuant to your signed agreement or Avaya policy.

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.

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

February 5, 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,

which will be available on our web site at www.avaya.com/investors.

©

2012 Avaya –

Proprietary. Use pursuant to your signed agreement or Avaya policy.

3

Fiscal Q1 2013 Financial Highlights

(Amounts other than Revenue and Cash Balance are non-GAAP unless specified)

Revenue of $1.24 billion declined 2.9% over the prior quarter

–

Revenue decrease comprised of:

–

Product revenue a 3.2% decline; Service revenue a 2.6% decline

–

U.S. Federal Government sector of approximately 60% of revenue decline;

Americas International of approximately 38% of revenue decline

Gross margin improved over the prior quarter to a record 55.6%

Operating income of $193 million

–

Operating margin 15.6%

Adjusted EBITDA  of $251 million or 20.2% of revenue

Cash balance of $285 million

©

2012 Avaya –

Proprietary. Use pursuant to your signed agreement or Avaya policy.

4

Income Statement

(Amounts non-GAAP (other than Revenue) and dollars in millions)

FQ1 2013

FQ4 2012

FQ1 2012

Revenue

$1,240

$1,277

$1,387

Gross Margin

55.6%

54.7%

54.4%

Operating Margin

15.6%

16.1%

15.7%

Adjusted EBITDA

$251

$267*

$279

* For reconciliation of adjusted EBITDA for the fourth quarter of 2012 see our

Form 8-K filed with the SEC on December 11,2012 at www.sec.gov.

©

2012 Avaya –

Proprietary. Use pursuant to your signed agreement or Avaya policy.

5

Revenue by Geographic Region

(Amounts GAAP and dollars in millions)

FQ1 2013

FQ4 2012

FQ1 2012

Revenue

U.S.

$670

$694

$748

EMEA

$331

$327

$365

APAC

$123

$126

$126

AI

$116

$130

$148

Total

$1,240

$1,277

$1,387

% of Total Revenue

U.S.

54.0%

54.3%

53.9%

EMEA

26.7%

25.6%

26.3%

APAC

9.9%

9.9%

9.1%

AI

9.4%

10.2%

10.7%

Total

100.0%

100.0%

100.0%

©

2012 Avaya –

Proprietary. Use pursuant to your signed agreement or Avaya policy.

6

Balance Sheet and Operating Metrics

(Dollars in millions, Balance sheet items as of the end of the period indicated)

FQ1 2013

FQ4 2012

FQ1 2012

Total Cash and Cash

Equivalents

$285

$337

$345

Cash from Operations

6

104

(10)

Capital Expenditures and

Capitalized Software

$30

$37

$26

Days Sales Outstanding

55

55

49

Inventory Turns

9

10

10

Headcount

16,393

16,951

18,192

©

2012 Avaya –

Proprietary. Use pursuant to your signed agreement or Avaya policy.

7

Adjusted EBITDA Reconciliation

2012

2011

Net loss

(85)

$             

(26)

$             

Interest expense

108

109

Interest income

(1)

(1)

Benefit from income taxes

(9)

(2)

Depreciation and amortization

114

143

127

223

Restructuring charges, net

84

21

Sponsors' fees

2

2

Acquisition-related costs

-

1

Integration-related costs

4

5

Loss on extinguishment of debt

3

-

Third-party fees expensed in connection with the debt modification

4

-

Non-cash share-based compensation

2

3

Loss on investments and sale of long-lived assets, net

-

1

Loss on foreign currency transactions

2

1

Pension/OPEB/nonretirement postemployment benefits and

long-term disability costs

23

22

Adjusted EBITDA

251

$           

279

$           

EBITDA

For the three months ended

December 31,

©

2012 Avaya –

Proprietary. Use pursuant to your signed agreement or Avaya policy.

8

Non-GAAP Reconciliation

Dec. 31

Mar. 31,

June 30

Sept. 30,

Dec. 31

2011

2012

2012

2012

2012

GAAP Gross Profit

704

$     

613

$     

623

$     

646

$     

666

$     

GAAP Gross Margin

50.8%

48.8%

49.8%

50.6%

53.7%

Items excluded:

Amortization of technology intangible assets

50

49

47

46

22

Impairment of capitalized software development costs

-

-

2

4

-

Share-based compensation

1

1

1

1

1

Purchase accounting adjustments

-

1

1

1

-

Non-GAAP Gross Profit

755

$     

664

$     

674

$     

698

$     

689

$     

Non-GAAP Gross Margin

54.4%

52.8%

53.9%

54.7%

55.6%

Reconciliation of Non-GAAP Operating Income

GAAP Operating Income (Loss)

82

$       

(66)

$     

23

$       

76

$       

23

$       

Percentage of Revenue

6%

-5%

2%

6%

2%

Items excluded:

Amortization of acquired assets

106

105

104

103

79

Restructuring and impairment charges, net

21

90

21

15

84

Acquisition/integration-related costs

6

6

6

6

5

Share-based compensation

3

2

2

1

2

Impairment of capitalized software development costs

-

-

2

4

-

Purchase accounting adjustments

-

1

1

1

-

Non-GAAP Operating Income

218

$     

138

$     

159

$     

206

$     

193

$     

Percentage of Revenue

15.7%

11.0%

12.7%

16.1%

15.6%

Reconciliation of Non-GAAP Gross Profit

   and Non-GAAP Gross Margin

Avaya Inc.

Supplemental Schedules of Non-GAAP Reconciliations

(Unaudited; in millions)

For the Three Months Ended