| Schedule of Fresh-Start Adjustments |
| | | | | | | | | | | | | | | | | | | | | | As Previously Reported | (In millions) | Predecessor Company December 15, 2017 | | Reorganization Adjustments | | | | Fresh Start Adjustments | | | | Successor Company December 16, 2017 | ASSETS | | | | | | | | | | | | Current assets: | | | | | | | | | | | | Cash and cash equivalents | $ | 744 |
| | $ | (404 | ) | | (1) | | $ | — |
| | | | $ | 340 |
| Accounts receivable, net | 523 |
| | — |
| | | | (106 | ) | | (21) | | 417 |
| Inventory | 90 |
| | — |
| | | | 29 |
| | (22) | | 119 |
| Other current assets | 374 |
| | (58 | ) | | (2) | | (66 | ) | | (23) | | 250 |
| TOTAL CURRENT ASSETS | 1,731 |
| | (462 | ) | | | | (143 | ) | | | | 1,126 |
| Property, plant and equipment, net | 194 |
| | — |
| | | | 116 |
| | (24) | | 310 |
| Deferred income taxes, net | — |
| | 48 |
| | (3) | | (17 | ) | | (25) | | 31 |
| Intangible assets, net | 298 |
| | — |
| | | | 3,137 |
| | (26) | | 3,435 |
| Goodwill | 3,541 |
| | — |
| | | | (909 | ) | | (27) | | 2,632 |
| Other assets | 70 |
| | 6 |
| | (4) | | (27 | ) | | (28) | | 49 |
| TOTAL ASSETS | $ | 5,834 |
| | $ | (408 | ) | | | | $ | 2,157 |
| | | | $ | 7,583 |
| LIABILITIES | | | | | | | | | | | | Current liabilities: | | | | | | | | | | | | Debt maturing within one year | $ | 725 |
| | $ | (696 | ) | | (5) | | $ | — |
| | | | $ | 29 |
| Accounts payable | 325 |
| | (49 | ) | | (6) | | — |
| | | | 276 |
| Payroll and benefit obligations | 123 |
| | 23 |
| | (7) | | — |
| | | | 146 |
| Deferred revenue | 627 |
| | 50 |
| | (8) | | (341 | ) | | (29) | | 336 |
| Business restructuring reserve | 35 |
| | 3 |
| | (9) | | — |
| | | | 38 |
| Other current liabilities | 97 |
| | 65 |
| | (6,10) | | (3 | ) | | (30) | | 159 |
| TOTAL CURRENT LIABILITIES | 1,932 |
| | (604 | ) | | | | (344 | ) | | | | 984 |
| Non-current liabilities: | | | | | | | | | | | | Long-term debt, net of current portion | — |
| | 2,771 |
| | (11) | | 96 |
| | (31) | | 2,867 |
| Pension obligations | 539 |
| | 246 |
| | (12) | | — |
| | | | 785 |
| Other post-retirement obligations | — |
| | 212 |
| | (13) | | — |
| | | | 212 |
| Deferred income taxes, net | 28 |
| | 113 |
| | (14) | | 548 |
| | (32) | | 689 |
| Business restructuring reserve | 26 |
| | 4 |
| | (9) | | 4 |
| | (33) | | 34 |
| Other liabilities | 180 |
| | 233 |
| | (8,15) | | (43 | ) | | (29,34) | | 370 |
| TOTAL NON-CURRENT LIABILITIES | 773 |
| | 3,579 |
| | | | 605 |
| | | | 4,957 |
| LIABILITIES SUBJECT TO COMPROMISE | 7,585 |
| | (7,585 | ) | | (16) | | — |
| | | | — |
| TOTAL LIABILITIES | 10,290 |
| | (4,610 | ) | | | | 261 |
| | | | 5,941 |
| Commitments and contingencies | | | | | | | | | | | | Equity awards on redeemable shares | 6 |
| | (6 | ) | | (17) | | — |
| | | | — |
| Preferred stock: | | | | | | | | | | | | Series B | 397 |
| | (397 | ) | | (17) | | — |
| | | | — |
| Series A | 186 |
| | (186 | ) | | (17) | | — |
| | | | — |
| STOCKHOLDERS' (DEFICIT) EQUITY | | | | | | | | | | | | Common stock (Successor) | — |
| | 1 |
| | (18) | | — |
| | | | 1 |
| Additional paid-in capital (Successor) | — |
| | 1,641 |
| | (18) | | — |
| | | | 1,641 |
| Common stock (Predecessor) | — |
| | — |
| | | | — |
| | | | — |
| Additional paid-in capital (Predecessor) | 2,387 |
| | (2,387 | ) | | (17) | | — |
| | | | — |
| (Accumulated deficit) retained earnings | (5,978 | ) | | 4,872 |
| | (19) | | 1,106 |
| | (36) | | — |
| Accumulated other comprehensive (loss) income | (1,454 | ) | | 664 |
| | (20) | | 790 |
| | (35) | | — |
| TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | (5,045 | ) | | 4,791 |
| | | | 1,896 |
| | | | 1,642 |
| TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ | 5,834 |
| | $ | (408 | ) | | | | $ | 2,157 |
| | | | $ | 7,583 |
|
| | | | | | | | | | | | | | | | | | | | | | Adjustments | (In millions) | Predecessor Company December 15, 2017 | | Reorganization Adjustments | | | | Fresh Start Adjustments | | | | Successor Company December 16, 2017 | ASSETS | | | | | | | | | | | | Current assets: | | | | | | | | | | | | Cash and cash equivalents | $ | 26 |
| | $ | — |
| | | | $ | — |
| | | | $ | 26 |
| Accounts receivable, net | (26 | ) | | — |
| | | | — |
| | | | (26 | ) | Inventory | — |
| | — |
| | | | — |
| | | | — |
| Other current assets | — |
| | — |
| | | | — |
| | | | — |
| TOTAL CURRENT ASSETS | — |
| | — |
| | | | — |
| | | | — |
| Property, plant and equipment, net | — |
| | — |
| | | | — |
| | | | — |
| Deferred income taxes, net | — |
| | — |
| | | | — |
| | | | — |
| Intangible assets, net | — |
| | — |
| | | | — |
| | | | — |
| Goodwill | — |
| | — |
| | | | 26 |
| | (27) | | 26 |
| Other assets | — |
| | — |
| | | | — |
| | | | — |
| TOTAL ASSETS | $ | — |
| | $ | — |
| | | | $ | 26 |
| | | | $ | 26 |
| LIABILITIES | | | | | | | | | | | | Current liabilities: | | | | | | | | | | | | Debt maturing within one year | $ | — |
| | $ | — |
| | | | $ | — |
| | | | $ | — |
| Accounts payable | — |
| | — |
| | | | — |
| | | | — |
| Payroll and benefit obligations | — |
| | — |
| | | | — |
| | | | — |
| Deferred revenue | — |
| | — |
| | | | — |
| | | | — |
| Business restructuring reserve | — |
| | — |
| | | | — |
| | | | — |
| Other current liabilities | — |
| | — |
| | | | — |
| | | | — |
| TOTAL CURRENT LIABILITIES | — |
| | — |
| | | | — |
| | | | — |
| Non-current liabilities: | | | | | | | | | | | | Long-term debt | — |
| | — |
| | | | — |
| | | | — |
| Pension obligations | — |
| | — |
| | | | — |
| | | | — |
| Other post-retirement obligations | — |
| | — |
| | | | — |
| | | | — |
| Deferred income taxes, net | — |
| | — |
| | | | — |
| | | | — |
| Business restructuring reserve | — |
| | — |
| | | | — |
| | | | — |
| Other liabilities | — |
| | — |
| | | | — |
| | | | — |
| TOTAL NON-CURRENT LIABILITIES | — |
| | — |
| | | | — |
| | | | — |
| LIABILITIES SUBJECT TO COMPROMISE | — |
| | — |
| | | | — |
| | | | — |
| TOTAL LIABILITIES | — |
| | — |
| | | | — |
| | | | — |
| Commitments and contingencies | | | | | | | | | | | | Equity awards on redeemable shares | — |
| | — |
| | | | — |
| | | | — |
| Preferred stock: | | | | | | | | | | | | Series B | — |
| | — |
| | | | — |
| | | | — |
| Series A | — |
| | — |
| | | | — |
| | | | — |
| STOCKHOLDERS' (DEFICIT) EQUITY | | | | | | | | | | | | Common stock (Successor) | — |
| | — |
| | | | — |
| | | | — |
| Additional paid-in capital (Successor) | — |
| | 26 |
| | (18) | | — |
| | | | 26 |
| Common stock (Predecessor) | — |
| | — |
| | | | — |
| | | | — |
| Additional paid-in capital (Predecessor) | — |
| | — |
| | | | — |
| | | | — |
| (Accumulated deficit) retained earnings | — |
| | (26 | ) | | (19) | | 26 |
| | (36) | | — |
| Accumulated other comprehensive (loss) income | — |
| | — |
| | | | — |
| | | | — |
| TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | — |
| | — |
| | | | 26 |
| | | | 26 |
| TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ | — |
| | $ | — |
| | | | $ | 26 |
| | | | $ | 26 |
|
| | | | | | | | | | | | | | | | | | | | | | Revised | (In millions) | Predecessor Company December 15, 2017 | | Reorganization Adjustments | | | | Fresh Start Adjustments | | | | Successor Company December 16, 2017 | ASSETS | | | | | | | | | | | | Current assets: | | | | | | | | | | | | Cash and cash equivalents | $ | 770 |
| | $ | (404 | ) | | (1) | | $ | — |
| | | | $ | 366 |
| Accounts receivable, net | 497 |
| | — |
| | | | (106 | ) | | (21) | | 391 |
| Inventory | 90 |
| | — |
| | | | 29 |
| | (22) | | 119 |
| Other current assets | 374 |
| | (58 | ) | | (2) | | (66 | ) | | (23) | | 250 |
| TOTAL CURRENT ASSETS | 1,731 |
| | (462 | ) | | | | (143 | ) | | | | 1,126 |
| Property, plant and equipment, net | 194 |
| | — |
| | | | 116 |
| | (24) | | 310 |
| Deferred income taxes, net | — |
| | 48 |
| | (3) | | (17 | ) | | (25) | | 31 |
| Intangible assets, net | 298 |
| | — |
| | | | 3,137 |
| | (26) | | 3,435 |
| Goodwill | 3,541 |
| | — |
| | | | (883 | ) | | (27) | | 2,658 |
| Other assets | 70 |
| | 6 |
| | (4) | | (27 | ) | | (28) | | 49 |
| TOTAL ASSETS | $ | 5,834 |
| | $ | (408 | ) | | | | $ | 2,183 |
| | | | $ | 7,609 |
| LIABILITIES | | | | | | | | | | | | Current liabilities: | | | | | | | | | | | | Debt maturing within one year | $ | 725 |
| | $ | (696 | ) | | (5) | | $ | — |
| | | | $ | 29 |
| Accounts payable | 325 |
| | (49 | ) | | (6) | | — |
| | | | 276 |
| Payroll and benefit obligations | 123 |
| | 23 |
| | (7) | | — |
| | | | 146 |
| Deferred revenue | 627 |
| | 50 |
| | (8) | | (341 | ) | | (29) | | 336 |
| Business restructuring reserve | 35 |
| | 3 |
| | (9) | | — |
| | | | 38 |
| Other current liabilities | 97 |
| | 65 |
| | (6,10) | | (3 | ) | | (30) | | 159 |
| TOTAL CURRENT LIABILITIES | 1,932 |
| | (604 | ) | | | | (344 | ) | | | | 984 |
| Non-current liabilities: | | | | | | | | | | | | Long-term debt, net of current portion | — |
| | 2,771 |
| | (11) | | 96 |
| | (31) | | 2,867 |
| Pension obligations | 539 |
| | 246 |
| | (12) | | — |
| | | | 785 |
| Other post-retirement obligations | — |
| | 212 |
| | (13) | | — |
| | | | 212 |
| Deferred income taxes, net | 28 |
| | 113 |
| | (14) | | 548 |
| | (32) | | 689 |
| Business restructuring reserve | 26 |
| | 4 |
| | (9) | | 4 |
| | (33) | | 34 |
| Other liabilities | 180 |
| | 233 |
| | (8,15) | | (43 | ) | | (29,34) | | 370 |
| TOTAL NON-CURRENT LIABILITIES | 773 |
| | 3,579 |
| | | | 605 |
| | | | 4,957 |
| LIABILITIES SUBJECT TO COMPROMISE | 7,585 |
| | (7,585 | ) | | (16) | | — |
| | | | — |
| TOTAL LIABILITIES | 10,290 |
| | (4,610 | ) | | | | 261 |
| | | | 5,941 |
| Commitments and contingencies | | | | | | | | | | | | Equity awards on redeemable shares | 6 |
| | (6 | ) | | (17) | | — |
| | | | — |
| Preferred stock: | | | | | | | | | | | | Series B | 397 |
| | (397 | ) | | (17) | | — |
| | | | — |
| Series A | 186 |
| | (186 | ) | | (17) | | — |
| | | | — |
| STOCKHOLDERS' (DEFICIT) EQUITY | | | | | | | | | | | | Common stock (Successor) | — |
| | 1 |
| | (18) | | — |
| | | | 1 |
| Additional paid-in capital (Successor) | — |
| | 1,667 |
| | (18) | | — |
| | | | 1,667 |
| Common stock (Predecessor) | — |
| | — |
| | | | — |
| | | | — |
| Additional paid-in capital (Predecessor) | 2,387 |
| | (2,387 | ) | | (17) | | — |
| | | | — |
| (Accumulated deficit) retained earnings | (5,978 | ) | | 4,846 |
| | (19) | | 1,132 |
| | (36) | | — |
| Accumulated other comprehensive (loss) income | (1,454 | ) | | 664 |
| | (20) | | 790 |
| | (35) | | — |
| TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | (5,045 | ) | | 4,791 |
| | | | 1,922 |
| | | | 1,668 |
| TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ | 5,834 |
| | $ | (408 | ) | | | | $ | 2,183 |
| | | | $ | 7,609 |
|
Reorganization Adjustments In accordance with the Plan of Reorganization, the following adjustments were made: 1.Sources and Uses of Cash. The following reflects the net cash payments recorded as of the Emergence Date as a result of implementing the Plan of Reorganization: | | | | | (In millions) | | Sources: | | Proceeds from Term Loan Credit Agreement, net of original issue discount | $ | 2,896 |
| Release of restricted cash | 76 |
| Total sources of cash | 2,972 |
| Uses: | | Repayment of DIP Credit Agreement | (725 | ) | Payment of DIP Credit Agreement accrued interest | (1 | ) | Cash paid to Predecessor first lien debt-holders | (2,061 | ) | Cash paid to PBGC | (340 | ) | Payment for professional fees escrow account | (56 | ) | Funding payment for Avaya represented employee pension plan | (49 | ) | Payment of accrued professional and administrative fees | (27 | ) | Costs incurred for Term Loan Credit Agreement and ABL Credit Agreement | (59 | ) | Payment for general unsecured claims | (58 | ) | Total uses of cash | (3,376 | ) | Net uses of cash | $ | (404 | ) |
| | | | | (In millions) | | Release of restricted cash | $ | (76 | ) | Reclassification of prepaid debt issuance costs related to the Term Loan Credit Agreement | (42 | ) | Payment of fees related to the ABL Credit Agreement | 5 |
| Restricted cash for bankruptcy related professional fees | 55 |
| Total other current assets | $ | (58 | ) |
| | 3. | Deferred Income Taxes. The adjustment represents the release of the valuation allowance on deferred tax assets for certain non-U.S. subsidiaries which management believes more likely than not will be realized as a result of the bankruptcy reorganization. |
| | 4. | Other Assets. The adjustment represents the re-establishment of foreign prepaid taxes. |
| | 5. | Debt Maturing Within One Year. The adjustment represents the net effect of the Company’s repayment of $725 million for the DIP Credit Agreement and Term Loan Credit Agreement principal payments of $29 million due over the next year. |
| | 6. | Accounts Payable. The net decrease of $49 million includes $50 million for professional fees that were reclassified to Other current liabilities for accrued bankruptcy related professional fees that will be paid from an escrow account and a payment of $3 million of bankruptcy related professional fees, partially offset by reinstatement of $4 million contract cure costs from liabilities subject to compromise. |
| | 7. | Payroll and Benefit Obligations. The Company reinstated $23 million of liabilities subject to compromise related to the post-employment and post-retirement benefit obligations. |
| | 8. | Deferred Revenue. The reinstatement of liabilities subject to compromise was $79 million of which $50 million is included in deferred revenue and $29 million in other liabilities. |
| | 9. | Business Restructuring Reserve. The reinstatement of liabilities subject to compromise was $7 million, of which $3 million is current and $4 million is non-current. |
10.Other Current Liabilities. | | | | | (In millions) | | Reclassification of accrued bankruptcy related professional fees | $ | 50 |
| Reinstatement of other current liabilities | 16 |
| Payment of accrued interest on the DIP Credit Agreement | (1 | ) | Total other current liabilities | $ | 65 |
|
11.Exit Financing. In accordance with the Plan of Reorganization, the Company entered into the Term Loan Credit Agreement with a principal amount of $2,925 million maturing seven years from the date of issuance, and the ABL Credit Agreement, which allows borrowings up to an aggregate principal amount of $300 million, subject to borrowing base availability, maturing five years from the date of issuance. | | | | | (In millions) | | Term Loan Credit Agreement | $ | 2,925 |
| Less: | | Discount | (29 | ) | Upfront and underwriting fees | (54 | ) | Cash received upon emergence from bankruptcy | 2,842 |
| Reclassification of debt issuance costs incurred prior to emergence from bankruptcy | (42 | ) | Current portion of Long-term debt | (29 | ) | Long-term debt, net of current portion | $ | 2,771 |
|
| | 12. | Pension Obligations. In accordance with the Plan of Reorganization, the Company reinstated from liabilities subject to compromise $295 million related to the Avaya Pension Plan for represented employees and also contributed $49 million to the related pension trust. |
| | 13. | Other Post-retirement Obligations. Other post-retirement benefit obligations of $212 million were reinstated from liabilities subject to compromise. |
| | 14. | Deferred Income Taxes. The adjustment represents the reinstatement of the deferred tax liability that was included in liabilities subject to compromise. |
| | 15. | Other Liabilities. The increase of $233 million primarily relates to the reinstatement of employee benefits, tax liabilities and deferred revenue from liabilities subject to compromise. Also included is the value of the Emergence Date Warrants issued to the holders of the Predecessor second lien obligations. |
16.Liabilities Subject to Compromise. Liabilities subject to compromise were reinstated or settled as follows in accordance with the Plan of Reorganization: | | | | | | | | (In millions) | | | | Liabilities subject to compromise | | | $ | 7,585 |
| Less amounts settled per the Plan of Reorganization | | | | Pre-petition first lien debt | | | (4,281 | ) | Pre-petition second lien debt | | | (1,440 | ) | Avaya Pension Plan for Salaried Employees | | | (620 | ) | Amounts reinstated: | | | | Accounts payable | (4 | ) | | | Payroll and benefit obligations | (23 | ) | | | Deferred revenue | (50 | ) | | | Business restructuring reserves | (7 | ) | | | Other current liabilities | (16 | ) | | | Pension obligations | (295 | ) | | | Other post-retirement obligations | (212 | ) | | | Deferred income taxes, net | (118 | ) | | | Other liabilities | (216 | ) | | | Total liabilities reinstated at emergence | | | (941 | ) | General unsecured credit claims(1) | | | (303 | ) | Liabilities subject to compromise | | | $ | — |
|
(1) In settlement of allowed general unsecured claims, each claimant will receive a pro-rata distribution of $58 million of the general unsecured claims account. The following table displays the detail on the gain on settlement of liabilities subject to compromise: | | | | | | | | | | | | | (In millions) | As Previously Reported | | Adjustments | | Revised | Pre-petition first lien debt | $ | 734 |
| | $ | (23 | ) | | $ | 711 |
| Pre-petition second lien debt | 1,357 |
| | (1 | ) | | 1,356 |
| Avaya pension plan for salaried employees | (514 | ) | | (2 | ) | | (516 | ) | General unsecured creditors' claims | 227 |
| | — |
| | 227 |
| Net gain on settlement of Liabilities subject to compromise | $ | 1,804 |
| | $ | (26 | ) | | $ | 1,778 |
|
| | 17. | Cancellation of Predecessor Preferred and Common Stock. All common stock, Series A and B preferred stock and all other equity awards of the Predecessor Company were canceled on the Emergence Date without any recovery on account thereof. |
| | 18. | Issuance of Successor Common Stock and Emergence Date Warrants. In settlement of the Company's $5,721 million Predecessor first lien obligations and Predecessor second lien obligations, the holders of the Predecessor first lien obligations received a total of 99.3 million shares of common stock (fair value of $1,509 million) and $2,061 million in cash and the holders of the Predecessor second lien obligations received a total of 4.4 million shares of common stock (fair value of $67 million) and 5.6 million Emergence Date Warrants to purchase a like amount of common shares (fair value of $17 million). In addition, as part of the Plan of Reorganization, the Company completed a distressed termination of the APPSE in accordance with a stipulation settlement with the PBGC, the PBGC received $340 million in cash and 6.1 million shares of common stock (fair value of $92 million). |
| | | | | | | | | | | | | (In millions) | As Previously Reported | | Adjustments | | Revised | Accumulated deficit: | | | | | | Net gain on settlement of liabilities subject to compromise | $ | 1,804 |
| | $ | (26 | ) | | $ | 1,778 |
| Expense for certain professional fees | (26 | ) | | — |
| | (26 | ) | Benefit from income taxes | 118 |
| | — |
| | 118 |
| Cancellation of Predecessor equity awards | 6 |
| | — |
| | 6 |
| Cancellation of Predecessor Preferred stock Series B | 397 |
| | — |
| | 397 |
| Cancellation of Predecessor Preferred stock Series A | 186 |
| | — |
| | 186 |
| Cancellation of Predecessor Common stock | 2,387 |
| | — |
| | 2,387 |
| Total | $ | 4,872 |
| | $ | (26 | ) | | $ | 4,846 |
|
| | 20. | Accumulated Comprehensive Loss. The changes to Accumulated comprehensive loss relate to the settlement of the APPSE and the Avaya Supplemental Pension Plan ("ASPP") and the associated taxes. |
Fresh Start Adjustments At the Emergence Date, the Company met the requirements under ASC 852 for the adoption of fresh start accounting. These adjustments reflect actual amounts recorded as of the Emergence Date. | | 21. | Accounts Receivable. This adjustment relates to a change in accounting policy for the way the Company will present uncollected deferred revenue upon emergence from bankruptcy. The Company will offset such deferred revenue against the related account receivable. |
| | 22. | Inventory. This adjustment relates to the write-up of inventory to fair value based on estimated selling prices, less costs of disposal. |
| | 23. | Other Current Assets. This adjustment reflects the write-off of certain prepaid commissions, deferred installation costs and debt issuance costs that do not meet the definition of an asset upon emergence. |
| | 24. | Property, Plant and Equipment. An adjustment of $116 million was recorded to increase the net book value of property, plant and equipment to its estimated fair value based on estimated current acquisition price, plus costs to make the property fully operational. |
The following table reflects the components of property, plant and equipment, net as of December 15, 2017: | | | | | (In millions) | | Buildings and improvements | $ | 82 |
| Machinery and equipment | 38 |
| Rental equipment | 85 |
| Assets under construction | 13 |
| Internal use software | 92 |
| Total property, plant and equipment | 310 |
| Less: accumulated depreciation and amortization | — |
| Property, plant and equipment, net | $ | 310 |
|
| | 25. | Deferred Income Tax. The adjustment represents the release of the valuation allowance on deferred tax assets for certain non-U.S. subsidiaries which management believes more likely than not will be realized as a result of future taxable income from the reversal of deferred tax liabilities that were established as part of fresh start accounting. |
| | 26. | Intangible Assets. The Company recorded an adjustment to intangible assets for $3,137 million as follows: |
| | | | | | | | | | | | | | | Successor | | | Predecessor | | | (In millions) | December 15, 2017 Post-emergence | | | December 15, 2017 Pre-emergence | | Difference | Customer relationships and other intangible assets | $ | 2,155 |
| | | $ | 96 |
| | $ | 2,059 |
| Technology and patents | 905 |
| | | 12 |
| | 893 |
| Trademarks and trade names | 375 |
| | | 190 |
| | 185 |
| Total | $ | 3,435 |
| | | $ | 298 |
| | $ | 3,137 |
|
The fair value of customer relationships was determined using the excess earnings method, a derivation of the income approach that calculates residual profit attributable to an asset after proper returns are paid to complementary or contributory assets. The fair value of technology and patents and trademarks and trade names was determined using the royalty savings method, a derivation of the income approach that estimates the royalties saved through ownership of the assets. 27.Goodwill. Predecessor Company goodwill of $3,541 million was eliminated and Successor Company goodwill of $2,658 million was established based on the calculated reorganization value. | | | | | | | | | | | | | (In millions) | As Previously Reported | | Adjustments | | Revised | Reorganization value of Successor Company | $ | 7,583 |
| | $ | 26 |
| | $ | 7,609 |
| Less: Fair value of Successor Company assets | (4,951 | ) | | — |
| | (4,951 | ) | Reorganization value of Successor Company assets in excess of fair value - Goodwill | $ | 2,632 |
| | $ | 26 |
| | $ | 2,658 |
|
| | 28. | Other Assets. The $27 million decrease to other assets is related to prepaid commissions that do not meet the definition of an asset upon emergence as there is no future benefit to the Successor Company. |
| | 29. | Deferred Revenue. The fair value of deferred revenue, which principally relates to payments on annual maintenance contracts, was determined by deducting selling costs and associated profit from the Predecessor Company deferred revenue balance to arrive at the costs and profit associated with fulfilling the liability. Additionally, the decrease includes the impact of an accounting policy change whereby the Successor Company no longer recognizes deferred revenue relating to sales transactions that have been billed, but for which the related account receivable has not yet been collected. |
| | 30. | Other Current Liabilities. The decrease of $3 million to other current liabilities is related to the fair value of real estate leases determined to be above or below market using the income approach based on the difference between the contractual rental rate and the estimated market rental rate, discounted utilizing a risk-related discount rate. |
| | 31. | Long-term Debt. The fair value of the Term Loan Credit Agreement was determined based on a market approach utilizing market-clearing data on the valuation date in addition to bid/ask prices. |
| | 32. | Deferred Income Taxes. The adjustment represents the establishment of deferred tax liabilities related to book/tax differences created by fresh start accounting adjustments. The amount is net of the release of the valuation allowance on deferred tax assets, which management believes more likely than not will be realized as a result of future taxable income from the reversal of such deferred tax liabilities. |
| | 33. | Business Restructuring Reserve. The Company recorded an increase to its non-current business restructuring reserves based on estimated future cash flows applied to a current discount rate at emergence. |
| | 34. | Other Liabilities. A decrease in other liabilities of $43 million relates to deferred revenue and real estate leases as previously discussed. |
| | 35. | Accumulated Other Comprehensive Loss. The remaining balance in Accumulated comprehensive loss was reversed to Reorganization expenses, net. |
| | 36. | Fresh Start Adjustments. The following table reflects the cumulative impact of the fresh start adjustments as discussed above, the elimination of the Predecessor Company's accumulated other comprehensive loss and the adjustments required to eliminate accumulated deficit: |
| | | | | | | | | | | | | (In millions) | As Previously Reported | | Adjustments | | Revised | Eliminate Predecessor Intangible assets | $ | (298 | ) | | $ | — |
| | $ | (298 | ) | Eliminate Predecessor Goodwill | (3,541 | ) | | — |
| | (3,541 | ) | Establish Successor Intangible assets | 3,435 |
| | — |
| | 3,435 |
| Establish Successor Goodwill | 2,632 |
| | 26 |
| | 2,658 |
| Fair value adjustment to Inventory | 29 |
| | — |
| | 29 |
| Fair value adjustment to Other current assets | (66 | ) | | — |
| | (66 | ) | Fair value adjustment to Property, plant and equipment | 116 |
| | — |
| | 116 |
| Fair value adjustment to Other assets | (27 | ) | | — |
| | (27 | ) | Fair value adjustment to Deferred revenue | 235 |
| | — |
| | 235 |
| Fair value adjustment to Business restructuring reserves | (4 | ) | | — |
| | (4 | ) | Fair value adjustment to Other current liabilities | 3 |
| | — |
| | 3 |
| Fair value adjustment to Long-term debt | (96 | ) | | — |
| | (96 | ) | Fair value adjustment to Other liabilities | 43 |
| | — |
| | 43 |
| Release Predecessor Accumulated comprehensive loss | (790 | ) | | — |
| | (790 | ) | Fresh start adjustments included in Reorganization items, net | 1,671 |
| | 26 |
| | 1,697 |
| Tax impact of fresh start adjustments | (565 | ) | | — |
| | (565 | ) | Gain on fresh start accounting, net | $ | 1,106 |
| | $ | 26 |
| | $ | 1,132 |
|
| | | | | | | | | | | | | (In millions) | As Previously Reported | | Adjustments | | Revised | Accumulated deficit: | | | | | | Net gain on settlement of liabilities subject to compromise | $ | 1,804 |
| | $ | (26 | ) | | $ | 1,778 |
| Expense for certain professional fees | (26 | ) | | — |
| | (26 | ) | Benefit from income taxes | 118 |
| | — |
| | 118 |
| Cancellation of Predecessor equity awards | 6 |
| | — |
| | 6 |
| Cancellation of Predecessor Preferred stock Series B | 397 |
| | — |
| | 397 |
| Cancellation of Predecessor Preferred stock Series A | 186 |
| | — |
| | 186 |
| Cancellation of Predecessor Common stock | 2,387 |
| | — |
| | 2,387 |
| Total | $ | 4,872 |
| | $ | (26 | ) | | $ | 4,846 |
|
The following table reconciles the enterprise value to the estimated fair value of the Successor stockholders' equity as of the Emergence Date: | | | | | | | | | | | | | (In millions, except per share amount) | As Previously Reported | | Adjustments | | Revised | Enterprise value | $ | 5,721 |
| | $ | — |
| | $ | 5,721 |
| Plus: | | | | | | Cash and cash equivalents | 340 |
| | 26 |
| | 366 |
| Less: | | | | | | Minimum cash required for operations | (120 | ) | | — |
| | (120 | ) | Fair value of Term Loan Credit Agreement(1) | (2,896 | ) | | — |
| | (2,896 | ) | Fair value of capitalized leases | (20 | ) | | — |
| | (20 | ) | Fair value of pension and other post-retirement obligations, net of tax(2) | (856 | ) | | — |
| | (856 | ) | Change in net deferred tax liabilities from reorganization | (510 | ) | | — |
| | (510 | ) | Fair value of Successor Emergence Date Warrants(3) | (17 | ) | | — |
| | (17 | ) | Fair value of Successor common stock | $ | 1,642 |
| | $ | 26 |
| | $ | 1,668 |
| Shares issued at December 15, 2017 upon emergence | 110.0 |
| | — |
| | 110.0 |
| Successor common stock value per share | $ | 14.93 |
| | $ | 0.23 |
| | $ | 15.16 |
|
| | (1) | The fair value of the Term Loan Credit Agreement was determined based on a market approach utilizing market-clearing data on the valuation date in addition to bid/ask prices and was estimated to be 99% of par value. |
| | (2) | The following assumptions were used when measuring the fair value of the U.S. pension, non-U.S. pension, and post-retirement benefit plans: weighted-average return on assets of 7.75%, 3.80% and 5.90%, and weighted-average discount rate to measure plan obligations of 3.70%, 1.52% and 3.77%, respectively. |
| | (3) | The fair value of the Emergence Date Warrants was estimated using the Black-Scholes pricing model. |
The following table reconciles the enterprise value to the estimated reorganization value as of the Emergence Date: | | | | | | | | | | | | | (In millions) | As Previously Reported | | Adjustments | | Revised | Enterprise value | $ | 5,721 |
| | $ | — |
| | $ | 5,721 |
| Plus: | | | | | | Non-debt current liabilities | 955 |
| | — |
| | 955 |
| Non-debt non-current liabilities | 2,090 |
| | — |
| | 2,090 |
| Excess cash and cash equivalents | 220 |
| | 26 |
| | 246 |
| Less: | | | | | | Pension and other post-retirement obligations, net of deferred taxes | (856 | ) | | — |
| | (856 | ) | Capital lease obligations | (20 | ) | | — |
| | (20 | ) | Change in net deferred tax liabilities from reorganization | (510 | ) | | — |
| | (510 | ) | Emergence Date Warrants issued | (17 | ) | | — |
| | (17 | ) | Reorganization value of Successor assets | $ | 7,583 |
| | $ | 26 |
| | $ | 7,609 |
|
The following table reflects the components of property, plant and equipment, net as of December 15, 2017: | | | | | (In millions) | | Buildings and improvements | $ | 82 |
| Machinery and equipment | 38 |
| Rental equipment | 85 |
| Assets under construction | 13 |
| Internal use software | 92 |
| Total property, plant and equipment | 310 |
| Less: accumulated depreciation and amortization | — |
| Property, plant and equipment, net | $ | 310 |
|
Sources and Uses of Cash. The following reflects the net cash payments recorded as of the Emergence Date as a result of implementing the Plan of Reorganization: | | | | | (In millions) | | Sources: | | Proceeds from Term Loan Credit Agreement, net of original issue discount | $ | 2,896 |
| Release of restricted cash | 76 |
| Total sources of cash | 2,972 |
| Uses: | | Repayment of DIP Credit Agreement | (725 | ) | Payment of DIP Credit Agreement accrued interest | (1 | ) | Cash paid to Predecessor first lien debt-holders | (2,061 | ) | Cash paid to PBGC | (340 | ) | Payment for professional fees escrow account | (56 | ) | Funding payment for Avaya represented employee pension plan | (49 | ) | Payment of accrued professional and administrative fees | (27 | ) | Costs incurred for Term Loan Credit Agreement and ABL Credit Agreement | (59 | ) | Payment for general unsecured claims | (58 | ) | Total uses of cash | (3,376 | ) | Net uses of cash | $ | (404 | ) |
| | | | | (In millions) | | Release of restricted cash | $ | (76 | ) | Reclassification of prepaid debt issuance costs related to the Term Loan Credit Agreement | (42 | ) | Payment of fees related to the ABL Credit Agreement | 5 |
| Restricted cash for bankruptcy related professional fees | 55 |
| Total other current assets | $ | (58 | ) |
| | | | | | | | | | | | | (In millions) | As Previously Reported | | Adjustments | | Revised | Reorganization value of Successor Company | $ | 7,583 |
| | $ | 26 |
| | $ | 7,609 |
| Less: Fair value of Successor Company assets | (4,951 | ) | | — |
| | (4,951 | ) | Reorganization value of Successor Company assets in excess of fair value - Goodwill | $ | 2,632 |
| | $ | 26 |
| | $ | 2,658 |
|
| | | | | (In millions) | | Term Loan Credit Agreement | $ | 2,925 |
| Less: | | Discount | (29 | ) | Upfront and underwriting fees | (54 | ) | Cash received upon emergence from bankruptcy | 2,842 |
| Reclassification of debt issuance costs incurred prior to emergence from bankruptcy | (42 | ) | Current portion of Long-term debt | (29 | ) | Long-term debt, net of current portion | $ | 2,771 |
|
Liabilities Subject to Compromise. Liabilities subject to compromise were reinstated or settled as follows in accordance with the Plan of Reorganization: | | | | | | | | (In millions) | | | | Liabilities subject to compromise | | | $ | 7,585 |
| Less amounts settled per the Plan of Reorganization | | | | Pre-petition first lien debt | | | (4,281 | ) | Pre-petition second lien debt | | | (1,440 | ) | Avaya Pension Plan for Salaried Employees | | | (620 | ) | Amounts reinstated: | | | | Accounts payable | (4 | ) | | | Payroll and benefit obligations | (23 | ) | | | Deferred revenue | (50 | ) | | | Business restructuring reserves | (7 | ) | | | Other current liabilities | (16 | ) | | | Pension obligations | (295 | ) | | | Other post-retirement obligations | (212 | ) | | | Deferred income taxes, net | (118 | ) | | | Other liabilities | (216 | ) | | | Total liabilities reinstated at emergence | | | (941 | ) | General unsecured credit claims(1) | | | (303 | ) | Liabilities subject to compromise | | | $ | — |
|
(1) In settlement of allowed general unsecured claims, each claimant will receive a pro-rata distribution of $58 million of the general unsecured claims account. The following table displays the detail on the gain on settlement of liabilities subject to compromise: | | | | | | | | | | | | | (In millions) | As Previously Reported | | Adjustments | | Revised | Pre-petition first lien debt | $ | 734 |
| | $ | (23 | ) | | $ | 711 |
| Pre-petition second lien debt | 1,357 |
| | (1 | ) | | 1,356 |
| Avaya pension plan for salaried employees | (514 | ) | | (2 | ) | | (516 | ) | General unsecured creditors' claims | 227 |
| | — |
| | 227 |
| Net gain on settlement of Liabilities subject to compromise | $ | 1,804 |
| | $ | (26 | ) | | $ | 1,778 |
|
Other Current Liabilities. | | | | | (In millions) | | Reclassification of accrued bankruptcy related professional fees | $ | 50 |
| Reinstatement of other current liabilities | 16 |
| Payment of accrued interest on the DIP Credit Agreement | (1 | ) | Total other current liabilities | $ | 65 |
|
The following table reflects the cumulative impact of the fresh start adjustments as discussed above, the elimination of the Predecessor Company's accumulated other comprehensive loss and the adjustments required to eliminate accumulated deficit: | | | | | | | | | | | | | (In millions) | As Previously Reported | | Adjustments | | Revised | Eliminate Predecessor Intangible assets | $ | (298 | ) | | $ | — |
| | $ | (298 | ) | Eliminate Predecessor Goodwill | (3,541 | ) | | — |
| | (3,541 | ) | Establish Successor Intangible assets | 3,435 |
| | — |
| | 3,435 |
| Establish Successor Goodwill | 2,632 |
| | 26 |
| | 2,658 |
| Fair value adjustment to Inventory | 29 |
| | — |
| | 29 |
| Fair value adjustment to Other current assets | (66 | ) | | — |
| | (66 | ) | Fair value adjustment to Property, plant and equipment | 116 |
| | — |
| | 116 |
| Fair value adjustment to Other assets | (27 | ) | | — |
| | (27 | ) | Fair value adjustment to Deferred revenue | 235 |
| | — |
| | 235 |
| Fair value adjustment to Business restructuring reserves | (4 | ) | | — |
| | (4 | ) | Fair value adjustment to Other current liabilities | 3 |
| | — |
| | 3 |
| Fair value adjustment to Long-term debt | (96 | ) | | — |
| | (96 | ) | Fair value adjustment to Other liabilities | 43 |
| | — |
| | 43 |
| Release Predecessor Accumulated comprehensive loss | (790 | ) | | — |
| | (790 | ) | Fresh start adjustments included in Reorganization items, net | 1,671 |
| | 26 |
| | 1,697 |
| Tax impact of fresh start adjustments | (565 | ) | | — |
| | (565 | ) | Gain on fresh start accounting, net | $ | 1,106 |
| | $ | 26 |
| | $ | 1,132 |
|
The Company recorded an adjustment to intangible assets for $3,137 million as follows: | | | | | | | | | | | | | | | Successor | | | Predecessor | | | (In millions) | December 15, 2017 Post-emergence | | | December 15, 2017 Pre-emergence | | Difference | Customer relationships and other intangible assets | $ | 2,155 |
| | | $ | 96 |
| | $ | 2,059 |
| Technology and patents | 905 |
| | | 12 |
| | 893 |
| Trademarks and trade names | 375 |
| | | 190 |
| | 185 |
| Total | $ | 3,435 |
| | | $ | 298 |
| | $ | 3,137 |
|
|