Avaya Reports First Fiscal Quarter 2006 Results

- Diluted Earnings Per Share From Continuing Operations of 15 Cents Compared to 7 Cents Year-Over-Year

Avaya Reports First Fiscal Quarter 2006 Results

BASKING RIDGE, N.J., Jan. 23 /PRNewswire-FirstCall/ -- Avaya Inc., (NYSE: AV) a leading global provider of business communications applications, systems and services, today reported income from continuing operations of $71 million or 15 cents per diluted share in the first fiscal quarter of 2006. The company said diluted earnings per share included a benefit of $13 million or three cents per diluted share, after taxes, related to a change in its vacation policy. In addition, diluted earnings per share included an expense of $3 million or one cent per diluted share, after taxes, related to the adoption of Statement of Financial Accounting Standards No. 123(R). SFAS 123(R), which requires the expensing of equity-based compensation, was effective for the company beginning on October 1, 2005.

In the same quarter last year the company reported income from continuing operations of $33 million or seven cents per diluted share.

The company's first fiscal quarter 2006 revenues increased 8.8 percent to $1.249 billion, compared to revenues of $1.148 billion in the first fiscal quarter of 2005. The first quarter of 2006 included the full quarter contribution from the Tenovis acquisition. Avaya said its Global Communications Systems revenues rose 11.7 percent year-over-year and Avaya Global Services revenues increased 5.8 percent over the same period. The company's operating income for the quarter was $107 million. Avaya generated $106 million in operating cash flow and had $726 million in cash at the end of the quarter.

"During the quarter, Avaya shipped its eight millionth IP line, with shipments increasing 16 percent compared to the year ago quarter," said Don Peterson, chairman and CEO, Avaya. "Within the United States, IP telephony lines rose 21 percent over the same period. As we move through 2006, our global size and scale, technology and applications leadership and the scope and breadth of our solutions and services portfolio position us to benefit as enterprises continue to evolve to IP telephony."

Share Repurchase Program

Avaya said it repurchased 7.9 million shares of common stock during the first fiscal quarter at an average price of $11.32, or a total of $90 million. Since the inception of the company's share repurchase program during the second quarter of 2005, Avaya has repurchased a total of 19.5 million shares at an average price of $10.11, or a total of $197 million. Since the inception of the program, the company has reduced its diluted common shares by three percent.

First Fiscal Quarter Highlights

Avaya announced several customer wins, market share updates, alliance partnerships and new solution offers since the last quarter.

  -- InfoTech named Avaya the leader in U.S. Enterprise Telephony with 21
     percent share and in U.S. IP telephony with 22 percent share for the
     third calendar quarter of 2005.

  -- For the fourth consecutive quarter, the Dell 'Oro Group named Avaya the
     global market leader in Enterprise Telephony in the third calendar
     quarter of 2005 with 19 percent market share two points ahead of the
     nearest competitor.

  -- For the eighth consecutive quarter, Synergy Research named Avaya
     worldwide leader in Enterprise IP Telephony in the third calendar
     quarter of 2005 with 22 percent of the global market by shipments and
     25 percent by revenues.

  -- Miercom, a leading network consultancy and product test center, awarded
     the highest score ever recorded in its annual large-scale IP PBX
     shoot-out to Avaya,  As a result, Avaya earned the "Best in Test" award
     for high-end IP PBX solutions from Business Communications Review
     magazine, which featured an article on the test results in its January
     2006 issue.  This is the second consecutive year Avaya won this award.

  -- Bank of Communications, one of the largest banks in China, will deploy
     2500 lines of Avaya Interactive Voice Response systems to enhance
     customer self service at Shanghai HQ and several regional offices.

  -- Aramex, a transportation company based in the Middle East, is
     implementing IP telephony at three sites in Dubai, with plans to roll
     out other offices in Jordan, New York, India and 200 offices across
     five continents with a total deployment to more than 4,000 employees.

  -- Gas Natural, a leading natural gas distributor in Spain, is migrating
     to an IP contact center and converged communication network for over
     1,000 distributed contact center agents and using mobility applications
     such as unified communication, softphone and wireless.

  -- During the FIFA World Cup(TM) Final Draw an Avaya converged
     communications network powered the first in a series of events leading
     to the 2006 FIFA World Cup. The new, open standards-based network
     reduced the cost of call traffic and enabled attendees, FIFA employees
     and accredited users to work flexibly and access the network from a
     variety of locations within the Messe, Germany complex.

  -- The company announced Avaya VPNremote(TM) for its family of Avaya 4600
     model IP telephones. The feature embeds virtual private network remote
     capabilities into these IP telephones.  Easily installed in a remote or
     home office, the solution provides telecommuters with an "always on"
     business-class, IP telephone.

  -- The new Avaya IP Video Telephony Solution integrates Avaya
     Communication Manager (TM) software for IP telephony with desktop video
     conferencing, group video conferencing, and multipoint network
     solutions from Polycom.  This enables video to be more easily used in
     daily communications and enables video conferencing across multiple
     parties using various communications devices by creating a unified
     network.

  -- A collaboration with Symbol Technologies integrates Symbol's advanced
     data capture, mobile computing platforms and wireless infrastructure
     with Avaya's Internet protocol telephony software and mobile client
     applications.  This is particularly helpful for businesses in retail,
     healthcare, manufacturing environments where campus workers use mobile
     computers, scanners and other technologies.

  Forward Looking Statements

Certain statements made in the earnings conference call are forward- looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements regarding Avaya's expected performance and outlook for operating results are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to:

  -- price and product competition;
  -- rapid or disruptive technological development, including the effects of
     the technology shift from traditional TDM to IP telephony;
  -- dependence on new product development;
  -- the mix of our products and services;
  -- customer demand for our products and services, including risks
     specifically associated with the services business and, in particular,
     the maintenance and rental and managed services lines of business,
     primarily due to renegotiations of customer contracts and changes in
     scope, pricing pressures and cancellations;
  -- general industry and market conditions and growth rates and general
     domestic and international economic conditions including interest rate
     and currency exchange rate fluctuations;
  -- risks related to inventory, including warranty costs, obsolescence
     charges, excess capacity, material and labor costs, and our
     distributors' decisions regarding their own inventory levels;
  -- the economic, political and other risks associated with international
     sales and operations, including increased exposure to currency
     fluctuations and to European economies as a result of our acquisition
     of Tenovis;
  -- the ability to successfully integrate acquired companies, including
     Tenovis, which has required significant management time and attention;
  -- the ability to attract and retain qualified employees;
  -- control of costs and expenses;
  -- U.S. and non-U.S. government regulation; and
  -- the ability to form and implement alliances.

For a further list and description of such risks and uncertainties, see the reports filed by Avaya with the SEC, which are available at http://www.sec.gov/, particularly the information contained in Part I, Item 1, entitled "Forward Looking Statements," of our fiscal 2005 Form 10-K. 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.

Presentation of Information in this Press Release

In an effort to provide investors with additional information regarding the company's results as determined by accounting principles generally accepted in the United States (GAAP), the company has also disclosed "net cash" in the supplementary materials accompanying the conference call discussing first quarter earnings results. Net cash is a non-GAAP financial measure which management believes provides useful information to investors.

The rationale for managements' use of this non-GAAP measure is included as part of the Form 8-K furnished to the SEC today. The reconciliation of this non-GAAP measure to its most directly comparable GAAP financial measures is included as part of the supplementary materials presented with the first quarter earnings materials. The supplementary materials are available on the Avaya investor relations website at http://www.avaya.com/investors and will be included in a subsequent filing of a Form 8-K with the SEC.

Conference Call and Webcast

Avaya will host a conference call with a listen-only Q&A session to discuss these results at 5:00 p.m. EST on Monday, Jan. 23, 2006. To ensure you are on the call from the start, we suggest you access the call 10-15 minutes early by dialing:

Within and outside the United States: 706-634-2454.

For those unable to participate, there will be a playback available from 8:00 p.m. EST Jan. 23, through Jan. 30, 2006. For the replay, if you are calling from within the United States, please dial 800-642-1687. If you are calling from outside the United States, please dial 706-645-9291. The passcode for the replay is 3975038.

WEBCAST Information: Avaya will webcast this conference call live, with a listen-only Q&A session. To ensure that you are on the webcast, we suggest that you access our website (http://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 Inc. designs, builds and manages communications networks for more than one million businesses worldwide, including more than 90 percent of the FORTUNE 500(R). Focused on businesses large to small, Avaya is a world leader in secure and reliable Internet Protocol telephony systems and communications software applications and services.

Driving the convergence of voice and data communications with business applications -- and distinguished by comprehensive worldwide services -- Avaya helps customers leverage existing and new networks to achieve superior business results. For more information visit the Avaya website: http://www.avaya.com/

                       Avaya Inc. and Subsidiaries
                  Consolidated Statements of Operations

  (Unaudited; Dollars and Shares in Millions, except per share amounts)

                                             For the three months ended
                                                    December 31,
                                             2005                   2004
  REVENUE
   Sales of products                         $591                   $554
   Services                                   501                    477
   Rental and managed services                157                    117
                                            1,249                  1,148
  COST
   Sales of products                          277                    245
   Services                                   321                    308
   Rental and managed services                 62                     52
                                              660                    605
  GROSS MARGIN                                589                    543

  OPERATING EXPENSES
   Selling, general and administrative        385                    357
   Research and development                    97                     98
  TOTAL OPERATING EXPENSES                    482                    455

  OPERATING INCOME                            107                     88
  Other income (expense), net                   5                    (38)
  Interest expense                             (1)                   (10)

  INCOME FROM CONTINUING OPERATIONS
   BEFORE INCOME TAXES                        111                     40

  Provision for income taxes                   40                      7
  INCOME FROM CONTINUING OPERATIONS            71                     33



                                               For the three months ended
                                                        December 31,
                                                  2005               2004
  DISCONTINUED OPERATIONS
   (Loss) from discontinued operations              --                 (2)
   Provision (benefit) for income taxes             --                 --
   (LOSS) FROM DISCONTINUED OPERATIONS              --                 (2)

  NET INCOME                                       $71                $31

  EARNINGS PER SHARE - BASIC
   Earnings per share from continuing
    operations                                   $0.15              $0.07
   Earnings per share from
    discontinued operations                         --                 --
  EARNINGS PER SHARE                             $0.15              $0.07

  EARNINGS PER SHARE - DILUTED
   Earnings per share from continuing
    operations                                   $0.15              $0.07
   Earnings per share from
    discontinued operations                         --                 --
  EARNINGS PER SHARE                             $0.15              $0.07

  Weighted Average Shares Outstanding
   - Basic shares                                  471                460
  Weighted Average Shares Outstanding
   - Diluted shares                                478                492



                       Avaya Inc. and Subsidiaries
                       Consolidated Balance Sheets
              As of December 31, 2005 and September 30, 2005
        (Unaudited; Dollars in Millions, except per share amounts)

                                                 December 31,  September 30,
                                                       2005        2005 (a)
  ASSETS
  Current assets:
     Cash and cash equivalents                         $726        $750
     Accounts Receivable less allowances of $56
      and $58 as of December 31, 2005 and September
      30, 2005, respectively                            811         862
     Inventory                                          282         288
     Deferred tax asset, net                            136         143
     Other current assets                               137         128
     TOTAL CURRENT ASSETS                             2,092       2,171

     Property, plant and equipment, net                 715         738
     Deferred tax asset, net                            888         911
     Intangible assets (b)                              317         337
     Goodwill (c)                                       904         914
     Other assets                                       162         148
          TOTAL ASSETS                               $5,078      $5,219

  LIABILITIES
  Current liabilities:
     Accounts payable                                  $381        $402
     Debt maturing within one year                        5           5
     Payroll and benefit obligations                    245         300
     Deferred revenue                                   236         244
     Other current liabilities                          318         368
     TOTAL CURRENT LIABILITIES                        1,185       1,319
     Long-term debt                                      25          25
     Benefit obligations                              1,577       1,561
     Deferred tax liability, net                         89          96
     Other liabilities                                  267         257
     TOTAL NON-CURRENT LIABILITIES                    1,958       1,939

     Commitments and contingencies

  STOCKHOLDERS' EQUITY
     Series A junior participating preferred stock,
      par value $1.00 per share,
      7.5 million shares authorized; none
      issued and outstanding                             --          --
     Common stock, par value $0.01 per share, 1.5
      billion shares authorized, 469,845,994 and
      471,328,963 issued (including 274,192 and
      207,053 treasury shares) as of December 31, 2005
      and September 30, 2005, respectively                5           5
     Additional paid-in capital                       2,821       2,895
     Retained earnings (accumulated deficit)             18         (53)
     Accumulated other comprehensive loss              (905)       (883)
     Less treasury stock at cost                         (4)         (3)
     TOTAL STOCKHOLDERS' EQUITY                       1,935       1,961
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $5,078      $5,219


  Notes to the Balance Sheets:
  (a) Certain prior year amounts have been reclassified to conform to the
      current period presentation.

  (b) Intangible assets include $216 million related to Tenovis and
      $33 million related to Spectel as of December 31, 2005.

  (c) Goodwill includes $549 million related to Tenovis, $65 million related
      to Spectel and $29 million related to Nimcat as of December 31, 2005.



                       Avaya Inc. and Subsidiaries
                            Operating Segments
         Revenue and Operating Income from Continuing Operations
                             Quarterly Trend
                     (Unaudited; Dollars in Millions)

  REVENUE

                   For the Fiscal Year Ended       For the Fiscal Year Ended
                       September 30, 2005              September 30, 2006
                   Q1     Q2     Q3    Q4    YTD      Q1  Q2   Q3  Q4   YTD
  Global
   Communications
   Solutions     $592   $625   $648   $707 $2,572   $661                $661
  Avaya Global
   Services       556    597    588    589  2,330    588                 588
  Corporate        --     --     --     --     --     --                  --
        Total
         Avaya $1,148 $1,222 $1,236 $1,296 $4,902 $1,249 $--  $-- $-- $1,249


  OPERATING INCOME FROM
   CONTINUING OPERATIONS

                    For the Fiscal Year Ended      For the Fiscal Year Ended
                       September 30, 2005            September 30, 2006
                   Q1     Q2     Q3    Q4    YTD      Q1  Q2   Q3  Q4   YTD
  Global
   Communications
   Solutions      $25   $(12)    $1    $43    $57    $43                $43
  Avaya Global
   Services        56     27     37     46    166     60                 60
  Corporate (A)     7     37     38     (7)    75      4                  4
        Total
         Avaya    $88    $52    $76    $82   $298   $107 $--  $-- $--  $107

  (A) The segments are managed as two individual businesses and, as a
      result, include certain allocated costs and expenses of shared
      services, such as information technology, human resources, legal and
      finance.  At the beginning of each fiscal year, the amount of certain
      corporate overhead expenses, including targeted annual incentive
      awards, to be charged to operating segments is determined and fixed
      for the entire year in the annual plan.  The annual incentive award
      accrual is adjusted quarterly based on actual year to date results and
      those estimated for the remainder of the year. This adjustment of the
      annual incentive award accrual, as well as any other over/under
      absorption of corporate overheads against plan is recorded and
      reported within the Corporate caption.



                       Avaya Inc. and Subsidiaries
                    Condensed Statements of Cash Flows
          For the Three Months Ended December 31, 2005 and 2004
                     (Unaudited; Dollars in Millions)

                                              For the three    For the three
                                              months ended     months ended
                                              December 31,     December 31,
                                                  2005            2004

  Net cash provided by (used in) operating
   activities of continuing operations            $106            $(36)

  Net cash (used in) investing activities of
   continuing operations                           (42)(a)        (400)(a)

  Net cash (used in) financing activities
   of continuing operations                        (84)(b)        (288)(b)

  Effect of exchange rate changes on cash
   and cash equivalents                             (4)             18

  Net decrease in cash and cash equivalents        (24)           (706)

  Cash and cash equivalents at beginning
   of fiscal year                                  750           1,617

  Cash and cash equivalents at end of period      $726            $911

  (a) Includes capital expenditures of $26 and $22 and capitalized software
      development costs of $18 and $14 for the three months ended December
      31, 2005 and 2004, respectively.  Includes $383 relating to
      acquisition of businesses, net of cash acquired for the three months
      ended December 31, 2004.

  (b) Includes $90 related to the repurchase of common stock for the three
      months ended December 31, 2005 and $314 related to the repurchase of
      the senior secured notes for the three months ended December 31, 2004.



                       Avaya Inc. and Subsidiaries
                       Supplemental Revenue Tables
                     (Unaudited, Dollars in Millions)

  Revenue by
   Geography

                                                First Fiscal Quarter
                                                         Mix
                               Dollars in
    1Q05   2Q05   3Q05   4Q05   millions    2006   2005 2006 2005   Change

    $734   $689   $717   $768  U.S.         $734   $734  59%  64%  $--  0.0%

                               Outside
                               the U.S.:
                                EMEA -
                                 Europe/Middle
     278    387    377    378    East/Africa 364    278  29%  24%   86 30.9%

                                APAC - Asia
      74     89     83     90    Pacific      87     74   7%   6%   13 17.6%

                                Americas,
      62     57     59     60    non-U.S.     64     62   5%   6%    2  3.2%

                                Total
                                 outside
     414    533    519    528    the U.S.    515    414  41%  36%  101 24.4%

                                Total
  $1,148 $1,222 $1,236 $1,296    revenue  $1,249 $1,148 100% 100% $101  8.8%


  Revenue by
   Type

                                                First Fiscal Quarter
                                                         Mix
                               Dollars in
    1Q05   2Q05   3Q05   4Q05   millions    2006   2005 2006 2005   Change

                               Sales of
    $554   $543   $566   $631   products    $591   $554  47%  48%  $37  6.7%

     477    498    497    499  Services      501    477  40%  42%   24  5.0%

                               Rental and
                                managed
     117    181    173    166   services*    157    117  13%  10%   40 34.2%

                               Total
  $1,148 $1,222 $1,236 $1,296   revenue   $1,249 $1,148 100% 100% $101  8.8%


  Sales of Products
   by Channel

                                                First Fiscal Quarter
                                                         Mix
                               Dollars in
    1Q05   2Q05   3Q05   4Q05   millions    2006   2005 2006 2005   Change

    $261   $265   $279   $322  Direct       $268   $261  45%  47%   $7  2.7%

     293    278    287    309  Indirect      323    293  55%  53%   30 10.2%

                               Total sales
    $554   $543   $566   $631   of products $591   $554 100% 100%  $37  6.7%

  *: The services portion falls within the managed services line in the AGS
     Revenue by Class chart and the product portion is spread among the
     applicable line items in the GCS Revenue by Class chart.


  GCS Revenue by
   Class

                                                First Fiscal Quarter
                                                         Mix
                               Dollars in
    1Q05  2Q05   3Q05  4Q05   millions      2006  2005 2006 2005   Change

                               Large
                                Communications
    $354  $393   $393  $445     Systems     $413  $354  63%  60% $59   16.7%

                               Small
                                Communications
      69    78     93    91     Systems       88    69  13%  12%  19   27.5%

                               Converged
                                Voice
     150   145    151   164     Applications 151   150  23%  25%   1    0.7%

      19     9     11     7    Other           9    19   1%   3% (10) -52.6%

                               Total revenue
    $592  $625   $648  $707     - GCS       $661  $592 100% 100% $69   11.7%


  AGS Revenue by
   Class

                                                First Fiscal Quarter
                                                         Mix
                               Dollars in
    1Q05   2Q05   3Q05   4Q05   millions   2006  2005 2006 2005   Change

    $371   $372   $378   $370  Maintenance $380  $371  65%  67%  $9     2.4%

                               Implementation
                                and
                                integration
     103    122    117    125   services    123   103  21%  18%  20    19.4%

                               Managed
      79     96     88     87   services     85    79  14%  14%   6     7.6%

       3      7      5      7  Other         --     3   0%   1%  (3) -100.0%

                               Total
                                revenue
    $556   $597   $588   $589   - AGS      $588  $556 100% 100% $32     5.8%

First Call Analyst: FCMN Contact: lynnnewman@avaya.com

Website: http://www.avaya.com/



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