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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): June 5, 2002
AVAYA INC.
(Exact name of registrant as specified in its charter)
Delaware 1-15951 22-3713430
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
211 Mount Airy Road
Basking Ridge, NJ 07920
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 953-6000
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ITEM 5. OTHER EVENTS
Effective January 1, 2002, Avaya Inc., a Delaware corporation ("Avaya"
or the "Company") implemented an internal reorganization and as a result, the
Company currently assesses its performance and allocates its resources among
four rather than three operating segments. The Company divided its
Communications Solutions segment into two reportable segments: Systems and
Applications. The objective is to enable the Company to understand and manage
its product groups with greater precision. The Systems segment consists of
the Company's traditional voice communications systems, converged voice and
data network products, and multi-service networking products. The
Applications segment consists of software associated with the traditional
voice communications systems and the customer relationship management, voice
and unified messaging, and unified communication products and related
professional services. In addition, the Company shifted installation and the
network consulting portion of professional services previously reported in
Communications Solutions to the Services segment. The Services segment
continues to include maintenance, value-added and data services. The
Connectivity Solutions segment represents structured cabling systems and
electronic cabinets.
As part of the changes made in the second quarter of fiscal 2002, the
Company also redirected a larger portion of corporate operating expenses,
consisting mostly of marketing and selling expenses, to each of the operating
segments. The costs of shared services and other corporate center operations
that (i) are managed on a common basis, (ii) are not identified with the
operating segments, and (iii) represent business activities that do not qualify
for separate operating segment reporting are aggregated in the Corporate and
other category. Such costs include primarily business restructuring charges and
related expenses, research and development, information technology, corporate
finance and real estate costs.
As a result of the changes discussed above, fiscal 2001 amounts have
been restated to conform to the Company's new operating segment presentation.
The Company is unable to restate amounts prior to fiscal 2001 into the new
segment presentation and current year data into the previous segment
presentation to provide comparability, as this would be impracticable, and
would involve excessive cost and require extensive estimations.
The reclassifications of fiscal 2001 amounts set forth below have
been reflected in the consolidated financial statements of Avaya as of and
for the fiscal year ended September 30, 2001 attached hereto as Exhibit 99.1.
ITEM 7(c). EXHIBITS
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP.
Exhibit 99.1 Consolidated Financial Statements of Avaya Inc. as of
September 30, 2001 and 2000, and for each of the three years
ended September 30, 2001.
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OPERATING SEGMENTS
<Table>
<Caption>
FISCAL 2001
-----------------------------------------------------------------------------------------------
THREE MONTHS ENDED TWELVE MONTHS ENDED
-------------------------------------------------------------------------- ------------------
DECEMBER 31, 2000 MARCH 31, 2001 JUNE 30, 2001 SEPTEMBER 30. 2001 SEPTEMBER 30. 2001
----------------- -------------- ------------- ------------------ ------------------
(DOLLARS IN MILLIONS)
SYSTEMS:
Total revenue..................... $628 $630 $541 $449 $2,248
Operating income (loss)........... 111 82 47 (34) 206
Assets............................ 1,128
Capital expenditures.............. 21
Depreciation and amortization..... 81
APPLICATIONS:
Total revenue..................... $244 $241 $217 $197 $899
Operating income (loss)........... 19 23 (10) (23) 9
Assets............................ 359
Capital expenditures.............. 4
Depreciation and amortization..... 48
SERVICES:
Total revenue..................... $557 $592 $584 $590 $2,323
Operating income.................. 98 96 96 185 475
Assets............................ 849
Capital expenditures.............. 15
Depreciation and amortization..... 33
CONNECTIVITY SOLUTIONS:
Total revenue..................... $356 $389 $372 $206 $1,323
Operating income.................. 85 141 134 4 364
Assets............................ 619
Capital expenditures.............. 26
Depreciation and amortization..... 30
</Table>
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RECONCILING ITEMS
A reconciliation of the totals reported for the operating segments to
the corresponding line items in the consolidated financial statements is as
follows:
<Table>
<Caption>
FISCAL 2001
----------------------------------------------------------------------------------------------
THREE MONTHS ENDED TWELVE MONTHS ENDED
------------------------------------------------------------------------- -------------------
DECEMBER 31, 2000 MARCH 31, 2001 JUNE 30, 2001 SEPTEMBER 30. 2001 SEPTEMBER 30. 2001
----------------- -------------- ------------- ------------------ ------------------
(DOLLARS IN MILLIONS)
REVENUE
Total operating segments ........ $ 1,785 $ 1,852 $ 1,714 $ 1,442 $ 6,793
======= ======= ======= ======= =======
OPERATING INCOME (LOSS)
Total operating segments ........ $ 313 $ 342 $ 267 $ 132 $ 1,054
Corporate and other:
Business restructuring charges,
related expenses and start-up
expenses ..................... (59) (188) (66) (572) (885)
Purchased in-process research and
development .................. -- (31) (1) -- (32)
Corporate and unallocated shared
expenses ..................... (228) (226) (153) (97) (704)
------- ------- ------- ------- -------
Total operating income (loss) ... $ 26 $ (103) $ 47 $ (537) $ (567)
======= ======= ======= ======= =======
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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: June 5, 2002 By: /s/ Garry K. McGuire
------------------------------------
Name: Garry K. McGuire
Title: Chief Financial Officer and Senior
Vice President, Operations
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EXHIBIT INDEX
EXHIBIT
NUMBER
- -------
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Consolidated Financial Statements of Avaya Inc. as of September 30,
2001 and 2000 and for each of the three years ended September 30,
2001.