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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 20-F
   o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
    OR (g)
    OF THE SECURITIES EXCHANGE ACT OF 1934ORþ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    September 30,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934ORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this
    shell company report  For the transition period from  to
    .
  Commission File Number 1-14840
  AMDOCS LIMITED
 (Exact name of Registrant as
    specified in its charter)
  Guernsey
 (Jurisdiction of incorporation
    or organization)
 Suite 5, Tower Hill House
    Le Bordage
 St. Peter Port, Island of
    Guernsey, GY1 3QT
  Amdocs, Inc.
 1390 Timberlake Manor
    Parkway, Chesterfield, Missouri 63017
 (Address of principal executive
    offices)
 Thomas G. OBrien
 Amdocs, Inc.
 1390 Timberlake Manor Parkway,
    Chesterfield, Missouri 63017
 Telephone:
    314-212-8328
 Email:
    dox_info@amdocs.com
 (Name, Telephone, Email and/or
    Facsimile number and Address of Company Contact
    Person)
  Securities registered or to be
    registered pursuant to Section 12(b) of the Act:
   Title of Each Class

Name of Exchange on Which RegisteredOrdinary Shares, par value £0.01

New York Stock Exchange   Securities registered or to be
    registered pursuant to Section 12(g) of the Act:
 None
      Securities for which there is a
    reporting obligation pursuant to Section 15(d) of the
    Act:
 None
        Ordinary Shares, par value £0.01

193,049,164(1)(Title of class)

(Number of shares)   þ o
  o þ
  þ o
  Regulation S-T þ o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o    U.S.
    GAAP  þ

International Financial Reporting Standards as
    issued  o
    by the International Accounting Standards Board

Other o   Rule 12b-2 o þ
  (1)
    Net of 51,082,645 shares held in treasury. Does not include
    (a) 22,198,151 ordinary shares reserved for issuance upon
    exercise of stock options granted under our stock option plan or
    by companies we have acquired, and (b) 23,655 ordinary
    shares reserved for issuance upon conversion of outstanding
    convertible debt securities.




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##### 





AMDOCS
    LIMITED
    FORM 20-F
  ANNUAL
    REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2010
    INDEX
   
 PART IItem 1.


Identity of Directors, Senior Management and
    Advisers


4Item 2.


Offer Statistics and Expected Timetable


4Item 3.


Key Information


4Item 4.


Information on the Company


15Item 4A.


Unresolved Staff Comments


27Item 5.


Operating and Financial Review and Prospects


27Item 6.


Directors, Senior Management and Employees


44Item 7.


Major Shareholders and Related Party
    Transactions


52Item 8.


Financial Information


53Item 9.


The Offer and Listing


54Item 10.


Additional Information


54Item 11.


Quantitative and Qualitative Disclosures About
    Market Risk


63Item 12.


Description of Securities Other than Equity
    Securities


64PART IIItem 13.


Defaults, Dividend Arrearages and
    Delinquencies


64Item 14.


Material Modifications to the Rights of Security
    Holders and Use of Proceeds


64Item 15.


Controls and Procedures


64Item 16A.


Audit Committee Financial Expert


64Item 16B.


Code of Ethics


65Item 16C.


Principal Accountant Fees and Services


65Item 16D.


Exemptions from the Listing Standards for Audit
    Committees


66Item 16E.


Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


66Item 16F.


Changes in Registrants Certifying
    Accountant


66Item 16G.


Corporate Governance


66PART IIIItem 17.


Financial Statements


67Item 18.


Financial Statements


67Item 19.


Exhibits


67Index to Consolidated Financial Statements


F-1EX-1.2EX-8EX-12.1EX-12.2EX-13.1EX-13.2EX-14.1   2




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Form 20-F
  tm tm tm tm tm tm tm , tm , tm tm
  Forward
    Looking Statements
  Form 20-F
   3




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PART I  ITEM 1.
    IDENTITY
    OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS    ITEM 2.
    OFFER
    STATISTICS AND EXPECTED TIMETABLE    ITEM 3.
    KEY
    INFORMATION  Selected
    Financial Data
      2010


2009(1)


2008(1)


2007(1)


2006(1)(In thousands, except per share data)Statement of Operations Data:Revenue

$
2,984,223


$
2,862,607


$
3,162,096


$
2,836,173


$
2,480,050Operating income


410,433



367,319



405,596



357,433



332,132Net income


343,906



326,176



378,906



364,937



318,636Basic earnings per share


1.70



1.60



1.82



1.75



1.56Diluted earnings per share


1.69



1.57



1.74



1.65



1.47Dividends declared per share


















   2010


2009


2008


2007


2006(In thousands)Balance Sheet Data:Cash, cash equivalents and short-term interest-bearing
    investments

$
1,433,299


$
1,173,041


$
1,244,378


$
1,179,280


$
979,381Total assets


4,820,604



4,328,417



4,579,063



4,345,350



3,962,828Long-term obligationsConvertible Senior Notes(2)


1,020



1,020



450,000



450,000



450,000Long-term portion of capital lease obligations


353



510



356







Shareholders equity


3,229,380



3,213,053



2,805,191



2,600,243



2,154,165     (1)
    
    The basic and diluted weighted average number of shares
    outstanding for the fiscal years ended September 30, 2009,
    2008, 2007 and 2006 have been retroactively adjusted to reflect
    the adoption of new earnings per share authoritative guidance
    requiring the inclusion of unvested share-based payment awards
    containing nonforfeitable rights to dividends or dividend
    equivalents in the calculation of basic weighted average number
    of shares outstanding. This adjustment reduced basic and/or
    diluted earnings per share for the fiscal years ended
    September 30, 2009, 2008, 2007 and 2006 by up to $0.01. 4




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(2)
    
    During fiscal 2009, using proceeds from our revolving credit
    facility, we purchased $449.0 million aggregate principal
    amount of our 0.50% convertible notes at an average price of
    99.5% of the principal amount, excluding accrued interest and
    transaction fees. As of September 30, 2010 and 2009,
    $1.02 million principal amount of the notes remain
    outstanding, due in 2024, in accordance with their terms.  AdditionalOrdinary Shares


Paid-InShares


Amount


Capital


Treasury Stock(In thousands)Statement of Changes in Shareholders Equity Data:Balance as of September 30, 2006


206,793


$
3,763


$
2,035,309


$
(602,392
)Employee stock options exercised


3,970



79



74,576



Tax benefit of stock options exercised/cancelled










3,965



Repurchase of shares


(1,411
)










(49,837
)Issuance of restricted stock, net of forfeitures


410



8







Issuance of stock options related to acquisitions, net










768



Equity-based compensation expense related to employees










53,587



Equity-based compensation expense related to non-employee stock
    options










29



Balance as of September 30, 2007


209,762



3,850



2,168,234



(652,229
)Employee stock options exercised


2,052



41



37,527



Tax benefit of stock options exercised/cancelled










1,549



Repurchase of shares


(8,370
)










(255,051
)Issuance of restricted stock, net of forfeitures


472



9







Equity-based compensation expense related to employees










57,490



Balance as of September 30, 2008


203,916



3,900



2,264,800



(907,280
)Employee stock options exercised


1,289



23



27,863



Tax benefit of stock options exercised/cancelled










(1,484
)


Repurchase of shares


(468
)










(12,594
)Issuance of restricted stock, net of forfeitures


342



7







Equity-based compensation expense related to employees










42,911



Balance as of September 30, 2009


205,079



3,930



2,334,090



(919,874
)Employee stock options exercised


1,097



17



23,618



Repurchase of shares(1)


(13,695
)










(389,287
)Issuance of restricted stock, net of forfeitures


568



9







Equity-based compensation expense related to employees










44,455



Balance as of September 30, 2010


193,049


$
3,956


$
2,402,163


$
(1,309,161
)     (1)
    
    In April 2010, our board of directors authorized a share
    repurchase plan allowing the repurchase of up to
    $700.0 million of our outstanding ordinary shares over the
    following 12 months. The authorization permits us to
    purchase our ordinary shares in open market or privately
    negotiated transactions at times and prices that we consider
    appropriate. In fiscal 2010, we repurchased 13.7 million
    ordinary shares at an average price of $28.41 per share
    (excluding broker and transaction fees). As of
    September 30, 2010, we had remaining authority to
    repurchase up to $311.0 million of our outstanding ordinary
    shares. 5




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Risk
    Factors
  We are
    exposed to general global economic and market conditions,
    particularly those impacting the communications
    industry.
      If we
    fail to adapt to changing market conditions and cannot compete
    successfully with existing or new competitors, our business
    could be harmed.
  end-to-end
      
    the development by others of software products that are
    competitive with our products and services,
    the price at which others offer competitive software and
    services,
    the ability of competitors to deliver projects at a level of
    quality that rivals our own,
    the responsiveness of our competitors to customer needs, and
    the ability of our competitors to hire, retain and motivate key
    personnel. 6




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If we
    do not continually enhance our products and service offerings,
    we may have difficulty retaining existing customers and
    attracting new customers.
    Our
    business is dependent on a limited number of significant
    customers, and the loss of any one of our significant customers
    could harm our results of operations.
      Our
    future success will depend on our ability to develop long-term
    relationships with our customers and to meet their expectations
    in providing products and performing services.
   7




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We may
    seek to acquire companies or technologies that could disrupt our
    ongoing business, divert the attention of our management and
    employees and adversely affect our results of
    operations.
    day-to-day
  The
    skilled and highly qualified workforce that we need to develop,
    implement and modify our solutions may be difficult to hire,
    train and retain, and we could face increased costs to attract
    and retain our skilled workforce.
     8




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Our
    quarterly operating results may fluctuate, and a decline in
    revenue in any quarter could result in lower profitability for
    that quarter and fluctuations in the market price of our
    ordinary shares.
    
    the size and timing of significant customer projects and license
    and service fees,
    delays in or cancellations of significant projects by customers,
    changes in operating expenses,
    increased competition,
    changes in our strategy,
    personnel changes,
    foreign currency exchange rate fluctuations,
    penetration of new markets, and
    general economic and political conditions.      Our
    revenue, earnings and profitability are affected by the length
    of our sales cycle, and a longer sales cycle could adversely
    affect our results of operations and financial
    condition.
   9




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If the
    market for our products deteriorates, we may be required to
    reduce the scope of our operations, and if we fail to
    successfully plan and manage changes in the size of our
    operations, our business will suffer.
    and/or
    Turmoil
    in the worlds capital markets may adversely affect our
    investment portfolio and other financial assets.
      We may
    be exposed to the credit risk of customers that have been
    adversely affected by weakened markets.
    Our
    international presence exposes us to risks associated with
    varied and changing political, cultural, legal and economic
    conditions worldwide.
   10




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
    lack of acceptance of non-localized products,
    legal and cultural differences in the conduct of business,
    difficulties in staffing and managing foreign operations,
    longer payment cycles,
    difficulties in collecting accounts receivable and withholding
    taxes that limit the repatriation of earnings,
    trade barriers,
    difficulties in complying with varied legal and regulatory
    requirements across jurisdictions,
    immigration regulations that limit our ability to deploy our
    employees,
    political instability and threats of terrorism, and
    variations in effective income tax rates among countries where
    we conduct business.    Our
    international operations expose us to risks associated with
    fluctuations in foreign currency exchange rates that could
    adversely affect our business.
         11




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Political and economic conditions in the Middle East and
    other countries may adversely affect our business.
          If we
    are unable to protect our proprietary technology from
    misappropriation, our business may be harmed.
     12




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Claims
    by others that we infringe their proprietary technology could
    harm our business and subject us to potentially burdensome
    litigation.
        Product
    defects or software errors could adversely affect our
    business.
     13




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System
    disruptions and failures may result in customer dissatisfaction,
    customer loss or both, which could materially and adversely
    affect our reputation and business.
        The
    termination or reduction of certain government programs and tax
    benefits could adversely affect our overall effective tax
    rate.
        
    some tax benefit programs may be limited in duration or may be
    discontinued,
    we may be unable to meet the requirements for continuing to
    qualify for some programs,
    these programs and tax benefits may be unavailable at their
    current levels, or
    upon expiration of a particular benefit, we may not be eligible
    to participate in a new program or qualify for a new tax benefit
    that would offset the loss of the expiring tax benefit. 14




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The
    market price of our ordinary shares has and may continue to
    fluctuate widely.
    
    market conditions in the industry and the economy as a whole,
    variations in our quarterly operating results,
    changes in our backlog levels,
    announcements of technological innovations by us or our
    competitors,
    introductions of new products or new pricing policies by us or
    our competitors,
    trends in the communications or software industries, including
    industry consolidation,
    acquisitions or strategic alliances by us or others in our
    industry,
    changes in estimates of our performance or recommendations by
    financial analysts,
    changes in our shareholder base, and
    political developments in the Middle East or other areas of the
    world.    It may
    be difficult for our shareholders to enforce any judgment
    obtained in the United States against us or our
    affiliates.
    ITEM 4.
    INFORMATION
    ON THE COMPANY  History,
    Development and Organizational Structure of Amdocs
       15




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Fiscal Year

Acquired Business

Description of Business2006

Qpass

Software systems for digital commerce2006

Cramer

Operation support software systems2007

SigValue

Customer care, billing and service control systems for
    communications providers in high-growth emerging markets2008

JacobsRimell

Fulfillment software for the broadband cable industry2009

ChangingWorlds

Mobile device personalization technology2010

jNetX

Service delivery platform provider2010

MX Telecom

Mobile payments and messaging aggregator         Business
    Overview
       16




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Industry
    Background
  Communications
    Industry
  machine-to-machine
        The
    Amdocs Offerings
    
    Software Products.  In fiscal 2010, we released
    the Amdocs CES (Customer Experience Systems) 8 portfolio.
    Building on Amdocs CES 7.5, our predecessor software portfolio,
    Amdocs CES 8 provides integration between our post-paid and
    pre-paid billing, customer relationship management and ordering
    applications that are designed to enable our customers to
    achieve integrated customer management and deliver an
    intentional customer experience. The CES 8 portfolio was
    designed to enable our customers to support new business models,
    devices and partnerships by centralizing common assets, such as
    customer, network and product data. Our portfolio of
    pre-integrated software products was built to span the entire
    customer lifecycle across BSS, OSS and service delivery to align
    business processes around the end customer. In addition, our
    products are designed to allow modular expansion as a service
    provider evolves, ensuring rapid, low-cost, reduced-risk
    implementations.   17




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time-to-market
  
    Services.  Our services include business
    consulting, systems integration and delivery services, managed
    services and product services to support the deployment and
    operations of our products. We combine deep industry knowledge,
    advanced methodologies, industry best practices and
    pre-configured tools to deliver consistent results and minimize
    our customers risks.
    Solution Bundles and Packs.  Building on
    products included in the Amdocs CES 8 portfolio, we offer
    bundled solutions of products (including those of Amdocs and
    third parties) and services that address specific business
    issues, such as subscriber profitability and segmentation, the
    identification of consumer segments to be targeted, and system
    strengths to be enhanced. Packs are turnkey versions
    of our products, designed for fast, lower-cost implementation,
    often deployed in emerging markets or by new market entrants in
    developed markets. We believe that these bundled and packaged
    offerings provide our customers with timely, cost-effective,
    relatively low-risk solutions to specific business issues at a
    consistent level of quality.
    Experience.  We are able to offer our customers
    superior products and services on a worldwide basis in large
    part because of our highly qualified and trained technical,
    sales, marketing, consulting and management personnel. We invest
    significantly in the ongoing training of our personnel in key
    areas such as industry knowledge, software technologies and
    management capabilities. Leveraging ongoing training and
    experience, we have developed a field-tested set of business
    processes, tools and methodologies that we apply to all ongoing
    product development and delivery activities. Based in
    significant part on the skills and knowledge of our workforce,
    we believe that we have developed a reputation for reliably
    delivering quality solutions.    Business
    Strategy
    
    Continued Focus on the Communications, Media and
    Entertainment Industry.  We intend to continue to
    focus our primary resources and efforts on providing customer
    experience systems to service providers in the communications,
    media and entertainment industry. This strategy has enabled us
    to develop the specialized industry know-how and capability
    necessary to deliver the technologically advanced, large-scale,
    specifications-intensive customer experience systems required by
    the leading wireless, wireline, broadband cable and satellite
    companies. We consider our longstanding and continuing focus on
    this industry a competitive advantage.
    Target Industry Leaders.  We intend to continue
    to direct our marketing efforts primarily toward communications,
    media and entertainment industry leaders. By targeting such
    leading service providers, which require the most sophisticated
    customer experience systems, we believe that we are better able
    to remain at the forefront of developments in the industry. We
    derive the substantial majority of our revenues from our
    customer base of major service providers in North America and
    Europe. We believe that the development of this customer base
    has helped position us as a market leader, while contributing to
    the core strength of our business.
    Continued Expansion into Emerging Markets.  We
    continue to improve our ability to serve the needs of service
    providers operating in emerging markets where subscriber growth,
    principally for prepaid wireless service, is far greater than in
    more developed Western markets, but where average revenue per
    user is relatively low. Our prospective customers in these
    markets vary dramatically, with some service providers serving
    subscriber bases already numbering in the hundreds of millions
    and others introducing communications services to communities
    for the first time. We believe this spectrum of emerging market
    service 18




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providers requires offerings ranging from relatively low-cost
    systems with pre-packaged services that can be implemented
    rapidly, to more robust service delivery offerings, to complete
    customer experience systems.  
    Provide Customers with a Broad, Deep Portfolio of Integrated
    Products.  We seek to provide our customers with a
    broad, yet vertically-integrated, portfolio of products to help
    them deliver an intentional customer experience. We provide
    customer experience systems across the BSS and OSS domains and
    across multiple lines of business, including wireline, wireless,
    broadband cable and satellite services. Integration of our
    systems is achieved through an open, service-oriented
    architecture, allowing our products to work well together and
    with third-party products. This holistic approach serves to
    support the worlds largest service providers throughout
    their often international operations. We believe that our
    ability to provide a broad, deep suite of products helps
    position us as a strategic partner for our customers, and also
    provides us with multiple avenues for strengthening and
    expanding our ongoing customer relationships.
    Leverage Our Managed Services
    Capabilities.  Managed services enable us to
    assume responsibility for the operation and management of our
    customers Amdocs systems, as well as systems developed by
    in-house IT departments or by other vendors. Our customers
    receive improved efficiencies and long-term savings over the
    day-to-day
    costs of operating and maintaining these systems, so they can
    focus on their own internal strengths, leaving systems concerns
    to us. Managed services also benefit us, as they can be a source
    of predictable revenue and long-term relationships.
    Leverage Our Consulting Capabilities.  We seek
    to maintain and develop long-term, mutually-beneficial
    relationships with our customers, and have organized our
    internal operations to better anticipate and respond to their
    needs. These relationships, which include consulting
    engagements, can lead to the sale of new licenses and additional
    services projects. In addition, our consultants experience
    in the field is channeled into our product development process,
    applying the best practices and business processes we have
    accumulated over more than 25 years to enhance the
    performance of our products and improve the success of future
    projects for our customers.
    Maintain and Develop Long-Term Customer
    Relationships.  We find that our most positive,
    productive customer relationships lead to additional product
    sales, as well as ongoing, long-term support, system enhancement
    and maintenance, and managed services agreements. We believe
    that such relationships are facilitated in many cases by the
    mission-critical, strategic nature of Amdocs systems and by the
    added value we provide through our specialized skills and
    knowledge. We believe that the longevity of our customer
    relationships and the recurring revenue that such relationships
    produce provide a competitive advantage for us.  Products
      
    Revenue Management:  Products that enable
    service providers to manage and collect all sources of revenue
    through any channel, from service consumption to
    cash-in-hand.
    Amdocs Revenue Management offerings include:  
    Convergent Charging and Billing:  facilitates
    the purchase, consumption and payment for pre-paid and post-paid
    customers across multi-play operations. 19




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
    Mediation:  enables service providers to
    address BSS/OSS data processing and event handling needs across
    all lines of business and to transform raw network data into
    actionable business information that can be used to authorize
    events on the network, bill a customer or pay a content provider.
    Partner Settlements:  allows service providers
    to manage an unlimited number of partners providing services
    over the network across several lines of business, such as
    interconnect, roaming and mobile virtual network operator (MVNO)
    operations, as well as digital content and advertising.
    Compact Convergence:  offering for Tier-3 and
    Tier-4 operators in high-growth, emerging markets; provides
    out-of-the-box
    essential business functionality, such as invoicing and
    provisioning, customer care, self web-care and reporting
    capabilities.  
    Customer Management:  Products that transform
    the way service providers deliver a cost-effective, superior
    customer experience across channels. Amdocs Customer
    Management offerings include:  
    Customer Care:  provides a unified desktop that
    consolidates information from disparate systems and applications
    to deliver personalized customer service across lines of
    business.
    Sales and Ordering:  provides the complete
    order-to-cash
    cycle from a business or an end customer across multiple lines
    of business; captures orders initiated from any channel,
    validates and unbundles the customer order and triggers requests
    to the appropriate systems for completion.  
    Service and Resource Management
    (OSS):  Products that comprise the core
    operational support systems, such as network planning, service
    fulfillment and assurance. Amdocs Service and Resource
    Management (OSS) offerings include:  
    Network Planning:  enables network planners to
    analyze current, short- and long-term consumption trends of
    network resources and to plan and roll out a service-ready
    network.
    Service Fulfillment:  includes pre-packaged
    automation for specific services and lines of business,
    including broadband, satellite and cable; also supports the
    fulfillment of multiple services, either to support a convergent
    services bundle, or to standardize fulfillment across the
    organization with a single interface to orchestrate all
    fulfillment processes.
    Service Assurance:  supports service assurance
    by managing the problem resolution process, including impact
    analysis to assess what services are affected by outages.
    Inventory and Discovery:  provides a single
    source of service and network inventory and performance data, to
    support network planning and service fulfillment and assurance.
    Service Management:  provides an automated,
    end-to-end
    solution to manage the entire order fulfillment lifecycle,
    including multiple order channels and lines of business.  
    Service Delivery:  Solutions that help service
    providers solve delivery challenges for Internet Protocol (IP)
    and next-generation services, often known as Telco 2.0. Our
    service delivery offerings include:  
    Convergent Service Platform:  provides a
    standards-based Java service platform for developing and
    deploying innovative end-user applications across any network
    topology. Deployed in the network, it works in the service plan
    to give service providers the ability to transform business
    models within their BSS and OSS.
    Digital Services:  provides a complete portal,
    storefront, commerce search and advertising platform that allows
    service providers to provide a personalized experience; supports
    mobile, broadband and IPTV.
    Convergent Applications:  runs on the Amdocs
    jNetX convergent service platform, providing network-based
    applications for fixed, mobile and emerging devices; includes a
    broad suite of call-control applications and charging-based
    applications, helping service providers move away from legacy
    environments and fully leverage and monetize all their network
    assets.  
    Portfolio Enablers:  Products that serve as the
    underlying drivers for technology innovation across the Amdocs
    CES portfolio of offerings. These products provide the
    foundation, enablers and building blocks to 20




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quickly create and modify business processes, provide a single
    customer view and effectively manage products to deliver a
    positive customer experience and achieve
    time-to-market
    advantage.  Advertising
    and Media Solutions
    
    Consumer Engagement and Publishing
    Operations:  Offerings that enable directory
    publishers to enrich both content and the consumers local
    search experience on multi-media publishing properties, as well
    as to enable and scale up partner distribution and advertising
    networks.
    Media Business:  Offerings to support the
    complete lifecycle of advertisers, customers and media products,
    including traditional printed yellow pages, new media products,
    customer management, financials and support as well as sales
    productivity management tools.  Technology
    
    Hardware:  IBM, Hewlett-Packard, Sun
    Microsystems
    Operating Systems:  IBM AIX, HP-UX, Solaris,
    Windows
    Database Management Systems:  Oracle, SQL
    Server, IBM UDB
    Middleware:  BEA WebLogic, IBM WebSphere        
    Scalability.  Our applications are designed to
    take full advantage of the scalability capabilities of the
    underlying platform, allowing progressive system expansion,
    proportional with the customers growth in business
    volumes. Using the same software, our applications can support
    operations for small, as well as very large service providers.
    Modularity.  Our product portfolio is comprised
    of sets of individual functional application products. Each of
    our applications can be installed on an individual stand-alone
    basis, interfacing with the customers existing systems, or
    as part of an integrated Amdocs system environment. This
    modularity provides our customers with a highly flexible and
    cost-effective solution that is able to incrementally expand
    with the 21




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##### Table of Contents



customers growing needs and capabilities. The modular
    approach also preserves the customers initial investment
    in products, while minimizing future disruptions and the overall
    cost of system implementation.  
    Portability.  Our applications support diverse
    hardware and operating systems to ensure that our customers can
    choose from a variety of vendors, including Hewlett-Packard, IBM
    and Sun Microsystems. Certain applications can also be deployed
    on the Windows NT platform. Our applications utilize, where
    applicable, Java-based design and programming to augment
    cross-platform portability.  Services
      
    Business Consulting Services These services
    span the project lifecycle and range from assessment and
    advisory services to optimization services that measure and
    improve operational performance, and help to define the project
    scope and implementation path of business solutions to deliver
    tangible operations improvements.
    System Integration Services This suite of
    services allows us to act as a prime integrator from project
    deployment to implementation and operations. We have developed
    advanced methodologies, industry best practices and
    pre-configured tools to deliver a cohesive implementation plan,
    including solution, architecture, change management and business
    benefit realization.
    Managed Services This set of flexible
    strategic sourcing services is uniquely tailored for the service
    provider industry to outsource the performance and management of
    their support business functions, operations and infrastructure
    support across all environments, whether Amdocs systems or other
    implementations. Our services for managed services projects
    include IT and infrastructure management, application management
    and ongoing support, systems modernization and consolidation,
    business process operation support, end to end transformational
    business process outsourcing (BPO), IT outsourcing (ITO) and
    delivery. Our managed services models can be leveraged to
    support
    day-to-day
    operations and to foster strategic business objectives.
    Product Support Services  These services are
    designed to help our customers solve key challenges and to
    maximize their investment in our products throughout the entire
    product life cycle. Our global product support organization uses
    certified methodologies and provides support options, including
    online services and personalized interactions.   22




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##### Table of Contents



Sales
    and Marketing
      Customers
      America Movil

RH DonnelleyAT&T

RogersBakcell

Sprint NextelBell Canada

SvyazinvestBT

Telefonica de EspanaCablevision

Telefonica 02 GermanyClaro Brazil

Telkom South AfricaClearwire

TelstraComcast

TELUSDeutsche Telekom

T-MobileDIRECTV

Verizon CommunicationsElisa

VimpelComInstituto Costarricense de Electricidad

Virgin MediaJ:COM

Vodafone GermanyKazakhtelecom

Vodafone NetherlandsKPN

Vodafone UKMetroPCS

XL Axiata  23




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##### Table of Contents



2010

2009

2008North America


75.8
%


75.3
%


68.7
%Europe


11.8



13.8



17.3Rest of the World


12.4



10.9



14.0   Competition
    
    providers of BSS/OSS systems, including Comverse, Convergys, CSG
    Systems International, NetCracker, Oracle Corporation and
    Telecordia;
    system integrators and providers of IT services, such as
    Accenture, Cognizant, Hewlett-Packard, IBM Global Services,
    Infosys, Tata Consultancy Services, Tech Mahindra Ltd and Wipro
    (some of whom we also cooperate with in certain opportunities
    and projects); and
    network equipment providers such as Alcatel-Lucent, Ericsson,
    Huawei, Nokia Siemens and ZTE (some of whom we also cooperate
    with in certain opportunities and projects).      
    applying our 25-plus-year heritage to the development and
    delivery of products and professional services that enable our
    customers to achieve service differentiation by means of an
    intentional customer experience,
    focusing on communications service providers and continuing to
    design and develop solutions targeted specifically to this
    industry,
    innovating and enabling our customers to adopt new business
    models that will improve their ability to drive new revenues,
    and compete and win in a changing market,
    providing high-quality, reliable, scalable, integrated, yet
    modular applications,
    providing flexible and tailored IT and business process
    outsourcing solutions and delivery models, and
    offering customers
    end-to-end
    accountability from a single vendor.   24




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##### Table of Contents



Employees
      Research
    and Development, Patents and Licenses
           25




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##### Table of Contents



Property,
    Plants and Equipment
  Facilities
    AreaLocation

(Sq. Feet)United States:St. Louis, MO


91,928San Jose, CA(*)


112,120Champaign, IL


178,063Eldorado Hills, CA(*)


113,291Others


195,473Total


690,875Israel:Raanana


643,219Hod-Hasharon


95,906Haifa


74,609Others(*)


108,408Total


922,142Canada:Toronto(*)


58,446Montreal


55,414Others


19,527Total


133,387Cyprus (Limassol)


74,675India:Pune


493,949Delhi


168,294Total


662,243United Kingdom(*)


101,712Rest of the world(*)(**)


210,862Total


2,795,896     (*)
    
    Includes space sublet to third parties. 26




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##### Table of Contents



(**)
    
    Includes Australia, Austria, Brazil, China, Costa Rica, Czech
    Republic, Denmark, France, Germany, Greece, Hungary, Indonesia,
    Ireland, Italy, Japan, Kazakhstan, Malaysia, Mexico,
    Netherlands, Russia, Singapore, South Africa, Spain, Sweden,
    Thailand, and Vietnam.    Equipment
  2000/2003/2008
  on-site
  ITEM 4A.
    UNRESOLVED
    STAFF COMMENTS    ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS  Overview
    of Business and Trend Information
      machine-to-machine
   27




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##### Table of Contents



Offerings
    
    A complete, modular yet integrated portfolio of customer
    experience systems, including revenue management (convergent
    charging and billing, mediation, and partner settlements),
    customer management (customer care, and sales and ordering),
    service and resource management (OSS) (network planning, service
    fulfillment, service assurance, inventory and discovery, and
    service management), service delivery (convergent service
    platform, digital services, and convergent applications), and
    portfolio enablers.
    A comprehensive line of services. Because our customers
    projects are complex and require systems support expertise, we
    provide business process and information technology, or IT,
    services, including consulting, systems integration and delivery
    services, managed services and product support to assist our
    customers with their business strategy, system implementation,
    integration, modification, consolidation, modernization, ongoing
    support, enhancement and maintenance needs. In addition, we
    offer comprehensive learning services to help our customers
    develop competency in their Amdocs systems and applications.          
    Industry transformation, including:  
    increasing use of communications and content services,
    widespread access to content, information and applications,
    continued rapid growth in emerging markets,
    expansion into new lines of business
    consolidation among service providers in established markets,
    often including companies with multi-national operations,
    increased competition, including non-traditional players,
    continued bundling and blending of communications and
    entertainment, and
    continued commoditization and pricing pressure. 28




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##### Table of Contents




    Technology advances, such as:  
    emergence and development of new communications products and
    services, such as web services, video, broadband, data and
    content services, including
    IP-based
    services, such as Internet Protocol (IP), Internet Protocol
    Television (IPTV), machine to machine (M2M), worldwide
    interoperability for microwave access (WiMax) and Voice over IP
    (VoIP),
    evolution to and expansion of more sophisticated and
    interconnected communication devices, such as smart devices,
    electronic book readers, energy meters, global positioning
    systems and home security systems that enable communication
    across and between devices and widespread access to information,
    evolution to next-generation networks, such as IP Multimedia
    Subsystem (IMS), that enable converged services offerings, such
    as fixed-mobile convergence, and
    technological changes, such as the introduction of 3G and 4G
    wireless technology, next-generation content systems, FTTx,
    Carrier Ethernet, WiMax-, and LTE-based access technologies.  
    Customer focus, such as:  
    the need for service providers to focus on their customers in
    order to build profitable customer relationships,
    the need for service providers to have a unified view of the
    customer across multiple services, devices and channels,
    the authority shift toward the consumer, with
    increased customer expectations for new, innovative services and
    applications that are personally relevant and that can be
    accessed anytime, anywhere and from any device,
    the ever-increasing expectation of customer service and support,
    including access to self-service options that are convenient and
    consistent across all channels, and
    the need for service providers to differentiate themselves by
    creating a unique and mutually-valuable customer experience.  
    The need for operational efficiency, including:  
    the shift from in-house management to vendor solutions,
    business needs of service providers to reduce costs and lower
    total cost of ownership of software systems while retaining
    high-value customers in a highly competitive environment,
    automating and integrating business processes that span service
    providers BSS and OSS systems and create a simple,
    one-company face to customers,
    implementing and integrating new next-generation networks (and
    retiring legacy networks) to deploy new technologies, and
    transforming fragmented legacy OSS systems to introduce new
    services in a timely and cost-effective manner.   29




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Research
    and Development, Patents and Licenses
         30




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##### Table of Contents



Operating
    Results
    Year Ended September 30,2010


2009


2008Revenue:License


3.4
%


4.7
%


4.3
%Service


96.6



95.3



95.7100.0



100.0



100.0Operating expenses:Cost of license


0.1



0.1



0.1Cost of service


63.8



64.0



64.0Research and development


7.0



7.3



7.1Selling, general and administrative


12.5



12.0



12.8Amortization of purchased intangible assets and other


2.9



3.0



2.7Restructuring charges and in-process research and development






0.8



0.586.3



87.2



87.2Operating income


13.7



12.8



12.8Interest and other (expense) income, net


(0.8
)






0.4Income before income taxes


12.9



12.8



13.2Income taxes


1.4



1.4



1.2Net income


11.5
%


11.4
%


12.0
%  31




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##### Table of Contents



Fiscal
    Years Ended September 30, 2010 and 2009
    Year ended September 30,


Increase (Decrease)2010


2009


Amount


%(In thousands)Revenue:License

$
100,967


$
135,146


$
(34,179
)


(25.3
)%Service


2,883,256



2,727,461



155,795



5.72,984,223



2,862,607



121,616



4.2Operating expenses:Cost of license


2,021



2,686



(665
)


(24.8
)Cost of service


1,903,645



1,831,947



71,698



3.9Research and development


207,836



210,387



(2,551
)


(1.2
)Selling, general and administrative


373,585



344,335



29,250



8.5Amortization of purchased intangible assets and other


86,703



85,153



1,550



1.8Restructuring charges and in-process research and development






20,780



(20,780
)


(100.0
)2,573,790



2,495,288



78,502



3.1Operating income


410,433



367,319



43,114



11.7Interest and other expense, net


(25,135
)


(1,165
)


(23,970
)


2,057.5Income before income taxes


385,298



366,154



19,144



5.2Income taxes


41,392



39,978



1,414



3.5Net income

$
343,906


$
326,176


$
17,730



5.4
%   Revenue.
         32




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Cost of License and Service.
  Research and Development.
  Selling, General and Administrative.
  Restructuring Charges and In-Process Research and
    Development.
  Operating Income.
  Interest and Other Expense, Net.
  Income Taxes.
 33




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Net Income.
  Diluted Earnings Per Share.
  Fiscal
    Years Ended September 30, 2009 and 2008
    Year ended September 30,


Increase (Decrease)2009


2008


Amount


%(In thousands)Revenue:License

$
135,146


$
135,487


$
(341
)


(0.3
)%Service


2,727,461



3,026,609



(299,148
)


(9.9
)2,862,607



3,162,096



(299,489
)


(9.5
)Operating expenses:Cost of license


2,686



2,729



(43
)


(1.6
)Cost of service


1,831,947



2,023,562



(191,615
)


(9.5
)Research and development


210,387



225,492



(15,105
)


(6.7
)Selling, general and administrative


344,335



404,134



(59,799
)


(14.8
)Amortization of purchased intangible assets


85,153



86,687



(1,534
)


(1.8
)Restructuring charges and in-process research and development


20,780



13,896



6,884



49.52,495,288



2,756,500



(261,212
)


(9.5
)Operating income


367,319



405,596



(38,277
)


(9.4
)Interest and other (expense) income, net


(1,165
)


11,955



(13,120
)


(109.7
)Income before income taxes


366,154



417,551



(51,397
)


(12.3
)Income taxes


39,978



38,645



1,333



3.4Net income

$
326,176


$
378,906


$
(52,730
)


(13.9
)%   Revenue.
   34




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##### Table of Contents



Cost of License and Service.
  Research and Development.
  Selling, General and Administrative.
  Restructuring Charges and In-Process Research and
    Development.
    Operating Income.
 35




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Interest (Expense) Income and Other,
    Net.
  Income Taxes.
  Net Income.
  Diluted Earnings Per Share.
  Liquidity
    and Capital Resources
      available-for-sale other-than-temporarily
   36




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##### Table of Contents



Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
    Payments Due by PeriodLess Than


1-3


4-5


More ThanContractual Obligations

Total


1 Year


Years


Years


5 YearsConvertible notes including interest

$
1.1


$



$



$



$
1.1Pension funding


17.8



2.2



5.3



3.5



6.8Purchase Obligations


43.1



30.5



12.6







Non-cancelable operating leases


115.9



62.4



49.2



4.3



$
177.9


$
95.1


$
67.1


$
7.8


$
7.9  37




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##### Table of Contents



Deferred
    Tax Asset Valuation Allowance
    Critical
    Accounting Policies
      
    Revenue recognition and contract accounting
    Tax accounting
    Business combinations
    Share-based compensation expense
    Goodwill, intangible assets and long-lived assets
    - impairment assessment
    Derivative and hedge accounting
    Short-term interest-bearing investments
    Realizability of long-lived assets
    Accounts receivable reserves    Revenue
    Recognition and Contract Accounting
    
    the initial sales of licenses to use our products and related
    services, including modification, implementation, integration
    and customization services,
    providing managed services and other related services for our
    solutions, and 38




---



##### Table of Contents




    recurring revenue from ongoing support and maintenance provided
    to our customers, and from incremental license fees resulting
    from increases in a customers business volume.    progress-to-completion,
       39




---



##### Table of Contents



Tax
    Accounting
            Business
    Combinations
   40




---



##### Table of Contents



Share-Based
    Compensation Expense
        Goodwill,
    Intangible Assets and Long-Lived Assets - Impairment
    Assessment
         41




---



##### Table of Contents



Derivative
    and Hedge Accounting
        Fair
    Value Measurement of Short-Term Interest-Bearing
    Investments
  available-for-sale available-for-sale other-than-temporary other-than-temporary
     42




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##### Table of Contents



Accounts
    Receivable Reserves
      Recent
    Accounting Pronouncements
    Adoption
    of New Accounting Standards
     43




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##### Table of Contents



ITEM 6.
    DIRECTORS,
    SENIOR MANAGEMENT AND EMPLOYEES  Directors
    and Senior Management
   44




---



##### Table of Contents



Name

Age

PositionBruce K. Anderson(2)(4)(5)


70


Chairman of the Board, Amdocs LimitedAdrian Gardner(1)(3)


48


Director and Chairman of the Audit Committee, Amdocs LimitedCharles E. Foster(1)(3)


74


Director and Chairman of the Nominating and Corporate Governance
    Committee, Amdocs LimitedJames S. Kahan(2)(3)(4)


63


Director and Chairman of the Compensation Committee, Amdocs
    LimitedZohar Zisapel(5)


61


Director and Chairman of the Technology and Innovation
    Committee, Amdocs LimitedJulian A. Brodsky(3)


77


Director, Amdocs LimitedNehemia Lemelbaum(4)(5)


68


Director, Amdocs LimitedJohn T. McLennan(1)


65


Director, Amdocs LimitedRobert A. Minicucci(2)(4)


58


Director, Amdocs LimitedSimon Olswang(1)


66


Director, Amdocs LimitedRichard Sarnoff(1)


51


Director, Amdocs LimitedGiora Yaron(5)


61


Director, Amdocs LimitedEli Gelman(4)(5)


52


Director, Amdocs Limited; President and Chief Executive Officer,
    Amdocs Management LimitedTamar Rapaport Dagim


39


Senior Vice President and Chief Financial Officer, Amdocs
    Management LimitedJames Liang


53


Senior Vice President and Chief Strategy Officer, Amdocs
    Management LimitedAyal Shiran


45


Senior Vice President and Head of Customer Business Group,
    Amdocs Management LimitedBrian Shepherd


43


Senior Vice President and Head of Broadband Cable and Satellite
    Group, Diversification and Global Marketing Amdocs, Inc.Anshoo Gaur


42


Division President, Amdocs Development Center India Pvt. Ltd.Thomas G. OBrien


49


Treasurer and Secretary, Amdocs Limited     (1)
    
    Member of the Audit Committee(2)
    
    Member of the Compensation Committee(3)
    
    Member of the Nominating and Corporate Governance Committee(4)
    
    Member of the Executive Committee(5)
    
    Member of the Technology and Innovation Committee   45




---



##### Table of Contents



46




---



##### Table of Contents



47




---



##### Table of Contents



48




---



##### Table of Contents



Compensation
     49




---



##### Table of Contents



Board
    Practices
        Board
    Committees
    www.amdocs.com.
  www.amdocs.com. www.amdocs.com.
  www.amdocs.com.
   50




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##### Table of Contents



Workforce
    Personnel
    As of September2010


2009


2008Software and Information Technology, Sales and MarketingNorth America


4,725



4,547



5,351Israel


4,306



3,616



4,314India


6,588



4,418



3,767Rest of the World


2,432



3,290



3,66818,051



15,871



17,100Management and Administration


1,404



1,373



1,435Total Workforce


19,455



17,244



18,535           Share
    Ownership
  Security
    Ownership of Directors and Senior Management and Certain Key
    Employees
     51




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##### Table of Contents



Stock
    Option and Incentive Plan
          ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS  Major
    Shareholders
    SharesBeneficially

PercentageName

Owned

OwnershipThornburg Investment Management Inc.(1)


20,682,441



10.78
%Manning & Napier Advisors, Inc..(2)


12,111,330



6.32
%Ameriprise Financial, Inc.(3)


11,586,312



6.04
%All directors and executive officers as a group
    (19 persons)(4)


4,742,358



2.45
%     (1)
    
    The address of Thornburg Investment Management Inc., or
    Thornburg, is 2300 North Ridgetop Road, Santa Fe, New Mexico
    87506. Based on a Schedule 13G filed by Thornburg with the
    SEC on January 7, 2010, Thornburg had sole voting and
    dispositive power over all of these ordinary shares. 52




---



##### Table of Contents



(2)
    
    Based on a Schedule 13G filed by Manning & Napier
    Advisors, Inc., or Manning & Napier, with the SEC on
    June 18, 2010, Manning & Napier had sole voting
    power over 11,326,615 of our ordinary shares and sole
    dispositive power over 12,111,300 of our ordinary shares. The
    address of Manning & Napier is 290 Woodcliff Drive,
    Fairport, NY 14450.(3)
    
    Based on a Schedule 13G filed by Ameriprise Financial,
    Inc., or Ameriprise, and RiverSource Investments, LLC, or
    RiverSource, with the SEC on February 10, 2010, Ameriprise
    and RiverSource had shared dispositive power over 11,586,312 of
    our ordinary shares. Ameriprise is the parent company of
    RiverSource. Ameriprise and RiverSource disclaim beneficial
    ownership of these shares. The address of Ameriprise and
    RiverSource is 145 Ameriprise Financial Center, Minneapolis,
    Minnesota 55474.(4)
    
    Includes options held by such directors and executive officers
    that are exercisable within 60 days after November 22,
    2010.      Related
    Party Transactions
    ITEM 8.
    FINANCIAL
    INFORMATION  Financial
    Statements
    Legal
    Proceedings
    Dividend
    Policy
   53




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##### Table of Contents



ITEM 9.
    THE
    OFFER AND LISTING    High

LowFiscal Year Ended September 302006

$
41.01


$
24.302007

$
40.74


$
32.502008

$
38.03


$
24.652009

$
27.71


$
14.612010

$
32.44


$
24.10QuarterFiscal 2009:First Quarter

$
27.71


$
15.62Second Quarter

$
21.66


$
14.61Third Quarter

$
22.55


$
18.15Fourth Quarter

$
27.40


$
19.88Fiscal 2010:First Quarter

$
29.04


$
24.10Second Quarter

$
30.94


$
27.75Third Quarter

$
32.44


$
26.65Fourth Quarter

$
29.26


$
25.64Fiscal 2011:First Quarter (through November 30, 2010)

$
30.96


$
25.75Most Recent Six MonthsJune 2010

$
28.50


$
26.65July 2010

$
29.26


$
26.15August 2010

$
28.63


$
25.64September 2010

$
28.75


$
26.30October 2010

$
30.78


$
28.57November 2010

$
30.96


$
25.75   ITEM 10.
    ADDITIONAL
    INFORMATION  Memorandum
    and Articles of Incorporation
         54




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Preferred
    Shares
  
    Issue the preferred shares may be issued from
    time to time in one or more series of any number of shares up to
    the amount authorized.
    Authorization to Issue Preferred Shares authority is vested in the directors from time
    to time to authorize the issue of one or more series of
    preferred shares and to provide for the designations, powers,
    preferences and relative participating, optional or other
    special rights and qualifications, limitations or restrictions
    thereon.
    Relative Rights all shares of any one series
    of preferred shares must be identical with each other in all
    respects, except that shares of any one series issued at
    different times may differ as to the dates from which dividends
    shall accrue.
    Liquidation in the event of any liquidation,
    dissolution or
    winding-up
    of Amdocs Limited, the holders of preferred shares are entitled
    to a preference with respect to payment and to receive payment
    (at the rate fixed in any resolution or resolutions adopted by
    the directors in such case) plus an amount equal to all
    dividends accumulated to the date of final distribution to such
    holders. The holders of preferred shares are entitled to no
    further payment other than that stated above. If upon any
    liquidation our assets are insufficient to pay in full the
    amount stated above, then such assets shall be distributed among
    the holders of preferred shares ratably in accordance with the
    respective amount such holder would have received if all amounts
    had been paid in full.
    Voting Rights except as otherwise provided
    for by the directors upon the issue of any new series of
    preferred shares, the holders of preferred shares have no right
    or power to vote on any question or in any proceeding or to be
    represented at, or to receive notice of, any meeting of
    shareholders.  Ordinary
    Shares and Non-Voting Ordinary Shares
    
    Dividends when and as dividends are declared
    on our shares, the holders of voting ordinary shares and
    non-voting shares are entitled to share equally, share for
    share, in such dividends except that if dividends are declared
    that are payable in voting ordinary shares or non-voting
    ordinary shares, dividends must be declared that are payable at
    the same rate in both classes of shares.
    Conversion of Non-Voting Ordinary Shares into Voting Ordinary
    Shares upon the transfer of non-voting ordinary
    shares from the original holder thereof to any third party not
    affiliated with such original holder, 55




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non-voting ordinary shares are redesignated in our books as
    voting ordinary shares and automatically convert into the same
    number of voting ordinary shares.  
    Liquidation upon any liquidation, dissolution
    or
    winding-up,
    any assets remaining after creditors and the holders of any
    preferred shares have been paid in full shall be distributed to
    the holders of voting ordinary shares and non-voting ordinary
    shares equally share for share.
    Voting Rights the holders of voting ordinary
    shares are entitled to vote on all matters to be voted on by the
    shareholders, and the holders of non-voting ordinary shares are
    not entitled to any voting rights.
    Preferences the voting ordinary shares and
    non-voting ordinary shares are subject to all the powers,
    rights, privileges, preferences and priorities of the preferred
    shares as are set out in the Articles.      
    fines imposed in criminal proceedings;
    regulatory fines;
    expenses incurred in defending criminal proceedings resulting in
    a conviction;
    expenses incurred in defending civil proceedings brought by
    Amdocs Limited or an affiliated company in which judgment is
    rendered against the director; and
    expenses incurred in unsuccessfully seeking judicial relief from
    claims of a breach of duty.           56




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##### Table of Contents



Articles 22-41
                  Material
    Contracts
   57




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##### Table of Contents



Taxation
  Taxation
    of the Company
    General
      Certain
    Guernsey Tax Considerations
    Certain
    Indian Tax Considerations
   58




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##### Table of Contents



Certain
    Israeli Tax Considerations
    General Corporate Taxation in Israel.
  Law for the Encouragement of Capital Investments,
    1959.
      Tax Benefits.
  
    seven consecutive years (or ten in the case of an FIC (as
    defined below)) commencing in the year in which the Approved
    Enterprise first generates taxable income,
    12 years from the year of commencement of
    production, or
    14 years from the year of the approval of the Approved
    Enterprise status.   59




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##### Table of Contents



Dividends
    Taxation
    Of Holders Of Ordinary Shares
  Certain
    United States Federal Income Tax Considerations
         60




---



##### Table of Contents



non-U.S. tax
    Dividends.
      Disposition of Ordinary Shares.
 61




---



##### Table of Contents



Information Reporting and Backup
    Withholding. Form W-9
    Passive Foreign Investment Company
    Considerations.
        Certain
    Guernsey Tax Considerations
     62




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##### Table of Contents



Documents
    On Display
  Form 20-F. Form 6-K 1-800-SEC-0330 www.sec.gov. www.amdocs.com.
          ITEM 11.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Foreign
    Currency Risk
          Fair Value ofNotional Value*

DerivativesForeign exchange contracts

$
738.1


$
4.3     (*)
    
    Gross notional amounts do not quantify risk or represent assets
    or liabilities of the Company, but are used in the calculation
    of settlements under the contracts. 63




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##### Table of Contents



Interest
    Rate Risk
    ITEM 12.
    DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES   PART II  ITEM 13.
    DEFAULTS,
    DIVIDEND ARREARAGES AND DELINQUENCIES    ITEM 14.
    MATERIAL
    MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
    PROCEEDS    ITEM 15.
    CONTROLS
    AND PROCEDURES  Rules 13a-15(e) 15d-15(e)
  Rules 13a-15(f) 15d-15(f)
  Rules 13a-15(f) 15d-15(f) Form 20-F,
  ITEM 16A.
    AUDIT
    COMMITTEE FINANCIAL EXPERT   64




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##### Table of Contents



ITEM 16B.
    CODE
    OF ETHICS    www.amdocs.com
          ITEM 16C.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    Audit
    Fees
  Form 6-K,
  Audit-Related
    Fees
    Tax
    Fees
    All Other
    Fees
    Pre-Approval
    Policies for Non-Audit Services
     65




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##### Table of Contents



ITEM 16D.
    EXEMPTION FROM
    THE LISTING STANDARDS FOR AUDIT COMMITTEES    ITEM 16E.
    PURCHASES
    OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS    Ordinary
    Shares
  (c)Total Number of


(d)Shares


Maximum Number (or(a)





Purchased as Part


Approximate Dollar Value)Total Number of


(b)


of Publicly


of Shares thatShares


Average Price


Announced Plans


May Yet Be Purchased UnderPeriod

Purchased


Paid per Share


or Programs


the Plans or Programs(1)04/1/10-04/30/10


840,000


$
31.66



840,000


$
673,405,13505/1/10-05/31/10


3,138,236



30.42



3,138,236



577,951,92206/1/10-06/30/10


3,115,511



27.75



3,115,511



491,495,39507/1/10-07/31/10


3,189,900



27.74



3,189,900



403,007,82908/1/10-08/31/10


2,770,100



27.07



2,770,100



328,015,47709/1/10-09/30/10


641,300



26.56



641,300



310,983,520Total


13,695,047


$
28.41



13,695,047


$
310,983,520     (1)
    
    In April 2010, our board of directors authorized a share
    repurchase plan allowing the repurchase of up to
    $700 million of our outstanding ordinary shares over the
    following 12 months. The authorization permits us to
    purchase our ordinary shares in open market or privately
    negotiated transactions at times and prices that we consider
    appropriate. In fiscal 2010, we repurchased 13.7 million
    ordinary shares at an average price of $28.41 per share
    (excluding broker and transaction fees). As of
    September 30, 2010, we had remaining authority to
    repurchase up to $311.0 million of our outstanding ordinary
    shares. In the first quarter of fiscal 2011 (through
    December 3, 2010), we repurchased approximately
    2.9 million ordinary shares at an average price of $27.57
    per share (excluding broker and transaction fees).  ITEM 16F.
    CHANGE
    IN REGISTRANTS CERTIFYING ACCOUNTANT    ITEM 16G.
    CORPORATE
    GOVERNANCE   66




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##### Table of Contents



PART III  ITEM 17.
    FINANCIAL
    STATEMENTS    ITEM 18.
    FINANCIAL
    STATEMENTS  Financial
    Statements And Schedule
    Audited
    Financial Statements of Amdocs Limited
              Financial
    Statement Schedules of Amdocs Limited
      ITEM 19.
    EXHIBITS   67




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##### Table of Contents



SIGNATURES
  Form 20-F
    Thomas
    G. OBrien
   Treasurer and Secretary
 Authorized U.S. Representative
   68




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.

Description1
.1

Amended and Restated Memorandum of Incorporation of Amdocs
    Limited (incorporated by reference to Exhibits 99.1 to
    Amdocs
    Form 6-K
    filed January 26, 2009)1
.2

Amended and Restated Articles of Incorporation of Amdocs Limited2
.a.1

Indenture, dated March 5, 2004, between Amdocs Limited and
    The Bank of New York, as trustee, for 0.50% Convertible
    Senior Notes due 2024 (incorporated by reference to
    Exhibit 99.1 to Amdocs
    Form 6-K,
    filed March 5, 2004)2
.a.2

Registration Rights Agreement, dated March 5, 2004, among
    Amdocs Limited and Morgan Stanley & Co. Incorporated,
    Goldman, Sachs & Co. and Merrill Lynch, Pierce
    Fenner & Smith Incorporated (incorporated by reference
    to Exhibit 99.2 to Amdocs
    Form 6-K,
    filed March 5, 2004)4
.b.1

Further Amended and Restated Information Technology Services
    Agreement, dated September 1, 2007, between Amdocs, Inc.
    and AT&T Services, Inc. (confidential material has been
    redacted and complete exhibits have been separately filed with
    the Securities and Exchange Commission) (incorporated by
    reference to Exhibit 99.3 to Amdocs Report of Foreign
    Private Issuer on
    Form 6-K
    dated December 3, 2007)4
.b.2

Master Agreement for Software and Services between Amdocs, Inc.
    and SBC Operations, Inc., effective July 7, 1998
    (confidential material has been redacted and complete exhibits
    have been separately filed with the Securities and Exchange
    Commission) (incorporated by reference to Exhibit 10.13 to
    Amdocs Amendment No. 1 to Registration Statement on
    Form F-1,
    dated May 21, 1999, Registration
    No. 333-75151)4
.b.3

Software Master Agreement between Amdocs Software Systems
    Limited and SBC Services, Inc., effective December 10, 2003
    (confidential material has been redacted and complete exhibits
    have been separately filed with the Securities and Exchange
    Commission) (incorporated by reference to Exhibit 99.2 to
    Amdocs Amendment No. 1 to Registration Statement on
    Form F-3,
    dated September 21, 2004, Registration
    No. 333-114344)4
.b.4

Agreement between Amdocs, Inc. and SBC Services, Inc. for
    Software and Professional Services, effective August 7,
    2003 (confidential material has been redacted and complete
    exhibits have been separately filed with the Securities and
    Exchange Commission) (incorporated by reference to
    Exhibit 99.3 to Amdocs Amendment No. 1 to
    Registration Statement on
    Form F-3,
    dated September 21, 2004, Registration
    No. 333-114344)4
.b.5

Amended and Restated Customer Care and Billing Services
    Agreement, dated as of July 1, 2006, between Sprint/United
    Management Company and Amdocs Software Systems Limited
    (confidential material has been redacted and complete exhibits
    have been separately filed with the Securities and Exchange
    Commission) (incorporated by reference to Exhibit 99.1 to
    Amdocs
    Form 6-K
    dated December 13, 2006)4
.b.6

Agreement Amending the Further Amended and Restated Master
    Outsourcing Agreement and Master License and Services Agreement,
    dated as of October 5, 2006, between Bell Canada and Amdocs
    Canadian Managed Services Inc. (confidential material has been
    redacted and complete exhibits have been separately filed with
    the Securities and Exchange Commission) (incorporated by
    reference to Exhibit 4.c.1 to Amdocs Report of
    Foreign Private Issuer on
    Form 6-K
    dated December 13, 2006)4
.b.7

Further Amended and Restated Information Technology Services
    Agreement, dated as of December 31, 2009, by and between
    AT&T Services, Inc. and Amdocs Inc. (confidential material
    has been redacted and complete exhibits have been separately
    filed with the Securities and Exchange Commission) (incorporated
    by reference to Exhibit 99.1 to Amdocs Report of
    Foreign Private Issuer on
    Form 6-K
    dated November 1, 2010)4
.b.8

Credit Agreement, dated as of November 27, 2007, among
    Amdocs Limited, certain of its subsidiaries, the lenders from
    time to time party thereto, JPMorgan Chase Bank, N.A., as
    administrative agent, J.P. Morgan Europe Limited, as London
    agent, and JPMorgan Chase Bank, N.A., Toronto branch, as
    Canadian agent (incorporated by reference to Exhibit 4.B.9
    to Amdocs Annual Report on
    Form 20-F
    filed December 3, 2007)4
.c.1

Amdocs Limited 1998 Stock Option and Incentive Plan, as amended
    (incorporated by reference to Exhibit 4.c.1 to Amdocs
    Annual Report on
    Form 20-F
    filed December 13, 2006) 69




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##### Table of Contents



ExhibitNo.

Description8


Subsidiaries of Amdocs Limited12
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)/15d-14(a)12
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)/15d-14(a)13
.1

Certification of Chief Executive Officer pursuant to
    18 U.S.C. 135013
.2

Certification of Chief Financial Officer pursuant to
    18 U.S.C. 135014
.1

Consent of Ernst & Young LLP100
.1*

The following financial information from Amdocs Limiteds
    Annual Report on
    Form 20-F
    for the year ended September 30, 2010, filed with the SEC
    on December 7, 2010, formatted in Extensible Business
    Reporting Language (XBRL):(i) Consolidated Balance Sheets
    as of September 30, 2010 and 2009, (ii) Consolidated
    Statements of Income for the years ended September 30,
    2010, 2009 and 2008, (iii) Consolidated Statements of
    Changes in Shareholders Equity for the years ended
    September 30, 2010, 2009 and 2008, (iv) the
    Consolidated Statements of Cash Flows for the years ended
    September 30, 2010, 2009 and 2008, and (iv) Notes to
    Consolidated Financial Statements (tagged as blocks of text)     *
    As permitted by Rule 405(a)(2) of Regulation S-T, this exhibit
    will be filed by an amendment to this Form 20-F within 30 days
    from the date of this filing. 70




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##### Table of Contents



AMDOCS
    LIMITED
 INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS  PageAudited Consolidated Financial StatementsManagements Report on Internal Control Over
    Financial Reporting


F-2Reports of Independent Registered Public
    Accounting Firm


F-3Consolidated Balance Sheets as of
    September 30, 2010 and 2009


F-5Consolidated Statements of Income for the years
    ended September 30, 2010, 2009 and 2008


F-6Consolidated Statements of Changes in
    Shareholders Equity for the years ended September 30,
    2010, 2009 and 2008


F-7Consolidated Statements of Cash Flows for the
    years ended September 30, 2010, 2009 and 2008


F-8Notes to the Consolidated Financial Statements


F-9Financial Statement ScheduleValuation and Qualifying Accounts


F-39  F-1




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##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING    
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the Company;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the Company are being made
    only in accordance with authorizations of management and
    directors of the Company; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    financial statements.         F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             
    F-3




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                 
    F-4




---



##### Table of Contents



AMDOCS
    LIMITED
  CONSOLIDATED BALANCE SHEETS
 (In thousands, except per share data)
  As of September 30,2010


2009ASSETSCurrent assets:Cash and cash equivalents

$
1,036,195


$
728,762Short-term interest-bearing investments


397,104



444,279Accounts receivable, net


580,000



454,965Deferred income taxes and taxes receivable


126,083



117,848Prepaid expenses and other current assets


112,417



126,704Total current assets


2,251,799



1,872,558Equipment and leasehold improvements, net


258,273



279,659Deferred income taxes


132,403



137,662Goodwill


1,637,416



1,539,424Intangible assets, net


218,762



227,337Other noncurrent assets


321,951



271,777Total assets

$
4,820,604


$
4,328,417LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
168,321


$
86,189Accrued expenses and other current liabilities


250,455



174,341Accrued personnel costs


202,773



154,841Short-term financing arrangements


200,000



Deferred revenue


184,481



186,158Deferred income taxes and taxes payable


18,117



9,338Total current liabilities


1,024,147



610,867Deferred income taxes and taxes payable


293,723



273,110Other noncurrent liabilities


273,354



231,387Total liabilities


1,591,224



1,115,364Shareholders equity:Preferred Shares  Authorized 25,000 shares;
    £0.01 par value; 0 shares issued and outstanding






Ordinary Shares  Authorized 700,000 shares;
    £0.01 par value; 244,131 and 242,466 issued and
    193,049 and 205,079 outstanding, in 2010 and 2009, respectively


3,956



3,930Additional paid-in capital


2,402,163



2,334,090Treasury stock, at cost  51,082 and 37,387 ordinary
    shares in 2010 and 2009, respectively


(1,309,161
)


(919,874
)Accumulated other comprehensive income


1,952



8,343Retained earnings


2,130,470



1,786,564Total shareholders equity


3,229,380



3,213,053Total liabilities and shareholders equity

$
4,820,604


$
4,328,417    F-5




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##### Table of Contents



AMDOCS
    LIMITED
  CONSOLIDATED STATEMENTS OF INCOME
 (In thousands, except per share data)
  Year Ended September 30,2010


2009


2008Revenue:License

$
100,967


$
135,146


$
135,487Service


2,883,256



2,727,461



3,026,6092,984,223



2,862,607



3,162,096Operating expenses:Cost of license


2,021



2,686



2,729Cost of service


1,903,645



1,831,947



2,023,562Research and development


207,836



210,387



225,492Selling, general and administrative


373,585



344,335



404,134Amortization of purchased intangible assets and other


86,703



85,153



86,687Restructuring charges and in-process research and development






20,780



13,8962,573,790



2,495,288



2,756,500Operating income


410,433



367,319



405,596Interest and other (expense) income, net


(25,135
)


(1,165
)


11,955Income before income taxes


385,298



366,154



417,551Income taxes


41,392



39,978



38,645Net income

$
343,906


$
326,176


$
378,906Basic earnings per share(1)

$
1.70


$
1.60


$
1.82Diluted earnings per share(1)

$
1.69


$
1.57


$
1.74Basic weighted average number of shares outstanding(1)


202,584



204,023



207,639Diluted weighted average number of shares outstanding(1)


204,076



208,350



220,275     (1)
    
    The basic and diluted weighted average number of shares
    outstanding for the fiscal years ended September 30, 2009
    and 2008 have been retroactively adjusted to reflect the
    adoption of new earnings per share authoritative guidance
    requiring the inclusion of unvested share-based payment awards
    containing nonforfeitable rights to dividends or dividend
    equivalents in the calculation of basic weighted average number
    of shares outstanding. This adjustment reduced basic and diluted
    earnings per share for the fiscal year ended September 30,
    2009 and basic earnings per share for the fiscal year ended
    September 30, 2008 by $0.01.   F-6




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##### Table of Contents



AMDOCS
    LIMITED
  CONSOLIDATED STATEMENTS OF CHANGES IN
    SHAREHOLDERS EQUITY
 (In thousands)
  AccumulatedOtherAdditional





Comprehensive





TotalOrdinary Shares


Paid-in


Treasury


Income


Retained


ShareholdersShares


Amount


Capital


Stock


(Loss)


Earnings


EquityBalance as of October 1, 2007


209,762


$
3,850


$
2,168,234


$
(652,229
)

$
689


$
1,079,699


$
2,600,243Comprehensive income:Net income






















378,906



378,906Unrealized loss on foreign currency hedging contracts, net of
    $3,272 tax


















(4,578
)






(4,578
)Unrealized loss on short-term interest-bearing investments, net
    of $(468) tax


















(10,002
)






(10,002
)Unrealized loss on defined benefit plan, net of $(489) tax


















(943
)






(943
)Comprehensive income


























363,383Employee stock options exercised


2,052



41



37,527















37,568Repurchase of shares


(8,370
)










(255,051
)










(255,051
)Tax benefit of stock options exercised/cancelled










1,549















1,549Issuance of restricted stock, net of forfeitures


472



9



















9Equity-based compensation expense related to employees










57,490















57,490Balance as of September 30, 2008


203,916



3,900



2,264,800



(907,280
)


(14,834
)


1,458,605



2,805,191Comprehensive income:Net income






















326,176



326,176Unrealized gain on foreign currency hedging contracts, net of
    $647 tax


















18,092







18,092Unrealized gain on short-term interest-bearing investments, net
    of $218 tax


















4,828







4,828Unrealized gain on defined benefit plan, net of $1,078 tax


















2,040







2,040Comprehensive income


























351,136Cumulative effect from adoption of FSP
    No. 115-2/124-2
    (primarily codified in
    ASC 320-10-
    Investments-Debt and Equity Securities-Overall) at April 1,
    2009


















(1,783
)


1,783



Employee stock options exercised


1,289



23



27,863















27,886Repurchase of shares


(468
)










(12,594
)










(12,594
)Tax benefit of stock options exercised/cancelled










(1,484
)














(1,484
)Issuance of restricted stock, net of forfeitures


342



7



















7Equity-based compensation expense related to employees










42,911















42,911Balance as of September 30, 2009


205,079



3,930



2,334,090



(919,874
)


8,343



1,786,564



3,213,053Comprehensive income:Net income






















343,906



343,906Unrealized loss on foreign currency hedging contracts, net of
    $(1,537) tax


















(6,934
)






(6,934
)Unrealized gain on short-term interest-bearing investments, net
    of $129 tax


















5,150







5,150Unrealized loss on defined benefit plan, net of $(2,011) tax


















(4,607
)






(4,607
)Comprehensive income


























337,515Employee stock options exercised


1,097



17



23,618















23,635Repurchase of shares


(13,695
)










(389,287
)










(389,287
)Issuance of restricted stock, net of forfeitures


568



9



















9Equity-based compensation expense related to employees










44,455















44,455Balance as of September 30, 2010


193,049


$
3,956


$
2,402,163


$
(1,309,161
)

$
1,952


$
2,130,470


$
3,229,380      F-7




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##### Table of Contents



AMDOCS
    LIMITED
  CONSOLIDATED STATEMENTS OF CASH
    FLOWS
 (In thousands)
  Year Ended September 30,2010


2009


2008Cash Flow from Operating Activities:Net income

$
343,906


$
326,176


$
378,906Reconciliation of net income to net cash provided by operating
    activities:Depreciation and amortization


195,940



198,119



192,937Loss from divestiture of a subsidiary


23,399







In-process research and development expenses






5,640



1,780Equity-based compensation expense


44,455



42,911



57,490Loss (gain) on sale of equipment


400



197



(970
)Deferred income taxes


(19,137
)


16,249



1,111Gain on repurchase of convertible notes






(2,185
)


Excess tax benefit from equity-based compensation


(126
)


(18
)


(211
)(Gain) loss from short-term interest-bearing investments


(1,284
)


4,449



4,945Net changes in operating assets and liabilities, net of amounts
    acquired:Accounts receivable, net


(131,387
)


131,527



(118,291
)Prepaid expenses and other current assets


9,009



(13,614
)


4,173Other noncurrent assets


(35,948
)


(2,690
)


(31,739
)Accounts payable, accrued expenses and accrued personnel


187,652



(160,321
)


(27,501
)Deferred revenue


33,927



20,956



28,408Income taxes payable, net


20,272



(19,980
)


(26,824
)Other noncurrent liabilities


14,120



(28,260
)


18,799Net cash provided by operating activities


685,198



519,156



483,013Cash Flow from Investing Activities:Payments for purchase of equipment and leasehold improvements,
    net


(86,945
)


(82,331
)


(133,168
)Proceeds from sale of short-term interest-bearing investments


1,503,231



1,045,278



708,708Purchase of short-term interest-bearing investments


(1,449,494
)


(963,433
)


(685,873
)Net cash paid for acquisitions


(200,307
)


(65,890
)


(58,772
)Net cash received from divestiture of a subsidiary and other


22,009







Net cash used in investing activities


(211,506
)


(66,376
)


(169,105
)Cash Flow from Financing Activities:Borrowings under financing arrangements


200,000



450,000



Payments under financing arrangements






(450,000
)


Redemption of convertible notes






(330,780
)


(175
)Repurchase of convertible notes






(116,015
)


Repurchase of shares


(389,287
)


(20,014
)


(247,630
)Proceeds from employee stock options exercised


23,644



27,893



37,577Payments under capital lease, short-term financing arrangements
    and other


(616
)


(3,952
)


(331
)Net cash used in financing activities


(166,259
)


(442,868
)


(210,559
)Net increase in cash and cash equivalents


307,433



9,912



103,349Cash and cash equivalents at beginning of year


728,762



718,850



615,501Cash and cash equivalents at end of year

$
1,036,195


$
728,762


$
718,850Supplementary Cash Flow InformationInterest and Income Taxes PaidCash paid for:Income taxes, net of refunds

$
46,448


$
39,793


$
51,273Interest


2,846



3,321



4,863    F-8




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (dollar and share amounts in thousands, except per share
    data)
  Note 1 
    Nature of
    Entity      Note 2 
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
    Consolidation
    Use of
    Estimates
    Reclassifications
    Functional
    Currency
    Cash
    and Cash Equivalents
   F-9




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
   Investments
  available-for-sale available-for-sale other-than-temporary other-than-temporary. other-than-temporary
  Equipment
    and Leasehold Improvements
    Goodwill,
    Intangible Assets and Long-Lived Assets
         F-10




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
      Comprehensive
    Income
    available-for-sale
      Treasury
    Stock
    Income
    Taxes
        Revenue
    Recognition
   F-11




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
            and/or
         F-12




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
          Cost
    of License and Cost of Service
      Research
    and Development
     F-13




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
   Equity-Based
    Compensation
      Concentrations
    of Credit Risk
      Earnings
    per Share
    Derivatives
    and Hedging
   F-14




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
    Recent
    Accounting Pronouncements
    Adoption
    of New Accounting Standards
     F-15




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
            Note 3 
    Acquisitions    Note 4 
    Fair
    Value Measurements   F-16




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
      Level 1:
  Level 2:
  Level 3:
    As of September 30, 2010Level 1


Level 2


TotalAvailable-for-sale
    securities:Money market funds

$
867,335


$



$
867,335U.S. government treasuries


111,912







111,912U.S. agencies






65,724



65,724Government guaranteed debt






102,112



102,112Supranational and sovereign debt






23,771



23,771Corporate bonds






58,742



58,742Asset backed obligations






7,147



7,147Mortgages (including agencies and corporate)






18,948



18,948Commercial paper and certificate of deposit


10,048



9,254



19,302Total
    available-for-sale
    securities


989,295



285,698



1,274,993Derivative financial instruments, net






4,333



4,333Total

$
989,295


$
290,031


$
1,279,326   F-17




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  As of September 30, 2009Level 1


Level 2


TotalAvailable-for-sale
    securities:Money market funds

$
465,249


$



$
465,249U.S. government treasuries


272,405







272,405U.S. agencies






93,211



93,211Government guaranteed debt






83,949



83,949Supranational and sovereign debt






15,751



15,751Corporate bonds






32,130



32,130Asset backed obligations






16,645



16,645Mortgages (including agencies and corporate)






32,392



32,392Other


8,000



14



8,014Total
    available-for-sale
    securities


745,654



274,092



1,019,746Derivative financial instruments, net






13,882



13,882Total

$
745,654


$
287,974


$
1,033,628     Fair
    Value of Financial Instruments
   F-18




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  Note 5 
    Available-For-Sale
    Securities  Available-for-sale
  As of September 30, 2010Gross


GrossAmortized


Unrealized


UnrealizedCost


Gains


Losses


Fair ValueMoney market funds

$
867,335


$



$



$
867,335U.S. government treasuries


111,685



227







111,912U.S. agencies


64,837



887







65,724Government guaranteed debt


100,832



1,280







102,112Supranational and sovereign debt


23,672



99







23,771Corporate bonds


59,247



728



1,233



58,742Asset backed obligations


8,230







1,083



7,147Mortgages (including agencies and corporate)


21,062



372



2,486



18,948Commercial paper and certificate of deposit


19,414







112



19,302Total(1)

$
1,276,314


$
3,593


$
4,914


$
1,274,993     (1)
    
    Available-for-sale
    securities are classified as short-term interest-bearing
    investments on the Companys balance sheet, except for
    $877,889 of securities with maturities from date of acquisition
    of 90 days or less which are included in cash and cash
    equivalents as of September 30, 2010.  As of September 30, 2009Gross


GrossAmortized


Unrealized


UnrealizedCost


Gains


Losses


Fair ValueMoney market funds

$
465,249


$



$



$
465,249U.S. government treasuries


271,483



922







272,405U.S. agencies


91,772



1,439







93,211Government guaranteed debt


83,212



764



27



83,949Supranational and sovereign debt


15,610



141







15,751Corporate bonds


32,924



730



1,524



32,130Asset backed obligations


19,630



179



3,164



16,645Mortgages (including agencies and corporate)


38,339



552



6,499



32,392Other


8,127







113



8,014Total(2)

$
1,026,346


$
4,727


$
11,327


$
1,019,746     (2)
    
    Available-for-sale
    securities are classified as short-term interest-bearing
    investments on the Companys balance sheet, except for
    $575,467 of securities with maturities from date of acquisition
    of 90 days or less which are included in cash and cash
    equivalents as of September 30, 2009.  other-than-temporary. other-than-temporarily
 F-19




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
    Balance as of April 1, 2009

$
794Credit loss on debt securities for which an
    other-than-temporary
    impairment was not previously recognized


667Additional credit loss on debt securities for which an
    other-than-temporary
    impairment was previously recognized


427Reductions for securities realized during the period


(131
)Balance as of September 30, 2009


1,757Credit loss on debt securities for which an
    other-than-temporary
    impairment was not previously recognized


198Additional credit loss on debt securities for which an
    other-than-temporary
    impairment was previously recognized


562Reductions for securities realized during the period


(930
)Balance as of September 30, 2010

$
1,587   available-for-sale
  Market Valuewithin one year

$
1,071,2401 to 2 years


109,7152 to 3 years


55,5453 to 4 years


5,561Thereafter


32,932$
1,274,993   Note 6 
    Derivative
    Financial Instruments          F-20




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  Notional Value*Foreign exchange contracts

$
738,125     (*)
    
    Gross notional amounts do not quantify risk or represent assets
    or liabilities of the Company, but are used in the calculation
    of settlements under the contracts.    As ofSeptember 30,2010


2009Derivatives designated as hedging instrumentsPrepaid expenses and other current assets

$
8,993


$
19,023Other noncurrent assets


669



24Accrued expenses and other current liabilities


(960
)


(3,709
)Other noncurrent liabilities


(292
)


(32
)8,410



15,306Derivatives not designated as hedging instrumentsPrepaid expenses and other current assets


4,020



583Accrued expenses and other current liabilities


(8,097
)


(2,007
)(4,077
)


(1,424
)Net fair value

$
4,333


$
13,882   Cash
    Flow Hedges
     F-21




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
    Gains (Losses) Reclassified fromOther Comprehensive Income(Effective Portion)Fiscal Year EndedSeptember 30, 2010Line item in statement of income:Revenue

$
(3,466
)Cost of service


9,131Research and development


2,490Selling, general and administrative


1,306Total

$
9,461     Gains (Losses) Reclassified fromOther Comprehensive Income(Effective Portion)Nine Months EndedSeptember 30, 2009 *Line item in statement of income:Revenue

$
3,039Cost of service


(17,679
)Research and development


(2,836
)Selling, general and administrative


(2,483
)Total

$
(19,959
)     *
    
    Since the adoption date of the amended guidance on disclosure
    about derivative instruments and hedging activities.       F-22




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
    Net unrealized gains on cash flow hedges, net of tax, as of
    October 1, 2009

$
12,936Changes associated with hedging transactions, net of tax $(214)


1,204Reclassification into earnings, net of tax $(1,323)


(8,138
)Net unrealized gains on cash flow hedges, net of tax, as of
    September 30, 2010

$
6,002   Other
    Risk Management Derivatives
        Gains (Losses)Recognized in IncomeFiscal Year EndedSeptember 30, 2010Line item in statement of income:Revenue

$
(2,461
)Cost of service


1,464Research and development


280Selling general and administrative


339Interest and other (expense) income, net


(1,613
)Income taxes


(489
)Total

$
(2,480
)     Gains (Losses)Recognized in IncomeNine Months EndedSeptember 30, 2009*Line item in statement of income:Revenue

$
(4,395
)Cost of service


1,425Research and development


(1,204
)Selling general and administrative


920Interest and other (expense) income, net


(10,761
)Income taxes


(496
)Total

$
(14,511
)  F-23




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
    *
    
    Since the adoption date of the amended guidance on disclosure
    about derivative instruments and hedging activities.  Note 7 
    Accounts
    Receivable, Net    As of September 30,2010


2009Accounts receivable  billed

$
529,182


$
443,094Accounts receivable  unbilled(1)


62,246



21,749Less  allowances


(11,428
)


(9,878
)Accounts receivable, net

$
580,000


$
454,965     (1)
    
    The increase in accounts receivable unbilled in the fiscal year
    ended September 30, 2010 was primarily attributable to
    timing differences between delivery and invoicing milestones in
    projects.  Note 8 
    Equipment
    and Leasehold Improvements, Net    As of September 30,2010


2009Computer equipment

$
777,135


$
725,398Leasehold improvements


157,268



145,539Furniture, fixtures and other


55,129



53,179989,532



924,116Less accumulated depreciation


(731,259
)


(644,457
)$
258,273


$
279,659     Note 9 
    Goodwill
    and Intangible Assets, Net    As of October 1, 2008

$
1,526,371Goodwill resulting from immaterial acquisitions


16,534Decrease in goodwill as a result of release of valuation
    allowances on deferred tax assets


(3,481
)As of September 30, 2009


1,539,424Goodwill resulting from immaterial acquisitions


151,434Decrease in goodwill as a result of divestiture of a
    subsidiary(1)


(53,442
)As of September 30, 2010

$
1,637,416     (1)
    
    Please see Note 17 to the consolidated financial statements. F-24




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
     Year Ended September 30,2010


2009


2008Cost of service

$
1,533


$
1,820


$
849Amortization of purchased intangible assets and other


82,441



85,153



86,687Total

$
83,974


$
86,973


$
87,536       EstimatedUseful Life





Accumulated(in years)


Gross


Amortization


NetSeptember 30, 2010Core technology


4-8


$
364,057


$
(272,798
)

$
91,259Customer arrangements


6-15



304,308



(189,062
)


115,246Intellectual property rights and purchased computer software


3-10



51,996



(51,996
)


Other


2-10



20,753



(8,496
)


12,257Total





$
741,114


$
(522,352
)

$
218,762September 30, 2009Core technology


3-7


$
317,952


$
(225,328
)

$
92,624Customer arrangements


6-15



281,254



(158,704
)


122,550Intellectual property rights and purchased computer software


3-10



51,996



(51,996
)


Other


2-10



18,546



(6,383
)


12,163Total





$
669,748


$
(442,411
)

$
227,337  F-25




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
     AmountFiscal year:2011

$
65,7952012


41,3612013


28,7592014


21,3082015


17,199Thereafter


44,340Total

$
218,762   Note 10 
    Other
    Noncurrent Assets    As of September 30,2010


2009Funded employee benefit costs(1)

$
131,274


$
112,300Deferred costs(2)


109,698



92,129Long term accounts receivable-unbilled


43,018



38,600Other


37,961



28,748$
321,951


$
271,777     (1)
    
    Please see Note 19 to the consolidated financial statements.(2)
    
    Please see Note 2 to the consolidated financial statements.  Note 11 
    Income
    Taxes    Year Ended September 30,2010


2009


2008Current

$
60,529


$
21,361


$
36,341Deferred


(19,137
)


18,617



2,304$
41,392


$
39,978


$
38,645    F-26




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
    As of September 30,2010


2009Deferred tax assets:Deferred revenue

$
37,304


$
21,499Accrued employee costs


48,746



43,772Intangible assets, computer software and intellectual property


21,184



24,691Net operating loss carryforwards


144,830



124,045Other


81,416



77,588Total deferred tax assets


333,480



291,595Valuation allowances(1)


(106,743
)


(82,780
)Total deferred tax assets, net


226,737



208,815Deferred tax liabilities:Anticipated withholdings on subsidiaries earnings


(37,521
)


(42,595
)Intangible assets, computer software and intellectual property


(111,423
)


(96,747
)Managed services costs


(13,898
)


(16,339
)Other


(18,819
)


(17,751
)Total deferred tax liabilities


(181,661
)


(173,432
)Net deferred tax assets

$
45,076


$
35,383     (1)
    
    Subsequent releases of the valuation allowance will be
    recognized through earnings.    Year Ended September 30,2010


2009


2008Statutory Guernsey tax rate


0
%


0
%


0
%Foreign taxes


11



11



9Effective income tax rate


11
%


11
%


9
%        F-27




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
    Year Ended September 30,2010


2009Balance at beginning of fiscal year

$
103,304


$
85,772Additions based on tax positions related to the current year


19,883



16,285Additions for tax positions of prior years(1)


19,832



3,918Settlements with tax authorities


(20,703
)


Lapse of statute of limitations


(3,654
)


(2,671
)Balance at end of fiscal year

$
118,662


$
103,304     (1)
    
    Primarily relates to immaterial acquisitions in fiscal 2010.          Note 12 
    Repurchase
    of Shares     F-28




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  Note 13 
    Financing
    Arrangements      Note 14 
    Convertible
    Notes       F-29




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  Note 15 
    Noncurrent
    Liabilities and Other    As of September 30,2010


2009Accrued employees costs(1)

$
170,780


$
152,994Noncurrent deferred revenue


75,826



53,611Accrued pension liability(2)


15,173



9,540Other


11,575



15,242$
273,354


$
231,387     (1)
    
    Primarily severance pay liability in accordance with Israeli
    law. Please see Note 19 to the consolidated financial
    statements.(2)
    
    Primarily relates to funded status of non-contributory defined
    benefit plans. Please see Note 19 to the consolidated
    financial statements.  Note 16 
    Interest
    and other (expense) income, net    Year Ended September 30,2010


2009


2008Interest income

$
7,670


$
16,371


$
42,839Interest expense


(3,135
)


(7,865
)


(7,529
)Gain from repurchase of 0.5% Notes(1)






2,185



Foreign exchange loss


(5,551
)


(5,713
)


(18,856
)Loss from divestiture of a subsidiary(2)


(23,399
)






Other, net


(720
)


(6,143
)


(4,499
)$
(25,135
)

$
(1,165
)

$
11,955     (1)
    
    See Note 14 to the consolidated financial statements.(2)
    
    See Note 17 to the consolidated financial statements.  Note 17 
    Divestiture
    of a Subsidiary   F-30




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  Note 18 
    Contingencies  Commitments
    For the Years Ended September 30,2011

$
45,0332012


20,9232013


15,7252014


8,312Thereafter


4,262$
94,255         For the Years Ended September 30,2011

$
17,0052012


3,4662013


438$
20,909   Legal
    Proceedings
    Guarantors
    Accounting and Disclosure Requirements for
    Guarantees
     F-31




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  Note 19 
    Employee
    Benefits            Note 20 
    Stock
    Option and Incentive Plan   F-32




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  
  Number ofShare


Weighted AverageOptions


Exercise PriceOutstanding as of October 1, 2007


20,456.5


$
31.62Granted


5,631.1



33.05Exercised


(2,051.7
)


18.31Forfeited


(1,648.2
)


35.85Outstanding as of September 30, 2008


22,387.7



32.89Granted


3,658.1



18.70Exercised


(1,289.4
)


21.63Forfeited


(3,435.0
)


34.20Outstanding as of September 30, 2009


21,321.4



30.93Granted


4,735.2



27.71Exercised


(1,096.6
)


21.55Forfeited


(2,761.8
)


40.64Outstanding as of September 30, 2010


22,198.2


$
29.50Exercisable on September 30, 2010(1)


13,299.7


$
31.32     (1)
    
    At September 30, 2010, the weighted average remaining
    contractual life of exercisable options was 4.50 years.    Weighted AverageNumber of


Grant Date FairShares


ValueOutstanding as of October 1, 2007


955.1


$
34.50Granted


611.1



32.53Vested


(321.5
)


32.81Forfeited


(139.6
)


35.45Outstanding as of September 30, 2008


1,105.1



33.78Granted


583.2



18.42Vested


(315.7
)


33.43Forfeited


(247.9
)


34.80Outstanding as of September 30, 2009


1,124.7



25.69Granted


650.2



27.43Vested


(445.4
)


26.83Forfeited


(78.0
)


26.95Outstanding as of September 30, 2010


1,251.5


$
26.11  F-33




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
           Outstanding


ExercisableWeighted AverageRemainingContractual


Weighted





WeightedNumber


Life


Average


Number


AverageExercise Price

Outstanding


(in Years)


Exercise Price


Exercisable


Exercise Price$ 0.38  4.76


47.8



4.31


$
2.09



47.8


$
2.096.40  16.75


321.4



2.48



11.18



312.4



11.0216.92  19.78


1,791.5



8.12



17.46



447.6



17.7419.94  22.38


2,204.5



6.09



20.89



1,260.7



21.5522.43  26.65


2,918.8



6.93



25.41



1,695.5



25.2026.68  28.59


3,688.7



7.95



27.70



1,130.8



27.6228.60  32.12


3,668.1



3.83



30.77



3,000.5



30.9732.15  33.16


3,001.4



7.19



33.05



1,843.3



33.0533.74  35.45


2,344.1



6.62



34.96



1,442.1



34.8535.87  47.90


1,594.8



3.24



41.03



1,501.9



41.2352.75  78.31


617.1



0.31



61.46



617.1



61.46     Year Ended September 30,2010


2009


2008Cost of service

$
20,061


$
21,733


$
23,547Research and development


4,218



4,249



4,714Selling, general and administrative


20,176



16,929



29,229Total

$
44,455


$
42,911


$
57,490  F-34




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##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
     Year Ended September 30,2010


2009


2008Risk-free interest rate(1)


1.98
%


1.94
%


3.23
%Expected life of stock options(2)


4.32



4.46



4.32Expected volatility(3)


31.5
%


47.9
%


33.3
%Expected dividend yield(4)


None



None



NoneFair value per option

$
7.66


$
7.54


$
10.45     (1)
    
    Risk-free interest rate is based upon U.S. Treasury yield curve
    appropriate for the term of the Companys employee stock
    options.(2)
    
    Expected life of stock options is based upon historical
    experience.(3)
    
    Expected volatility is based on blended volatility. Please see
    Note 2 to the consolidated financial statements.(4)
    
    Expected dividend yield is based on the Companys history
    and future expectation of dividend payouts.  Note 21 
    Earnings
    Per Share    Year Ended September 30,2010


2009(1)


2008(1)Numerator:Numerator for basic earnings per share

$
343,906


$
326,176


$
378,906Effect of assumed conversion of 0.50% convertible notes






1,486



3,940Numerator for diluted earnings per share

$
343,906


$
327,662


$
382,846Denominator:Denominator for basic earnings per share  weighted
    average number of shares outstanding


202,584



204,023



207,639Effect of assumed conversion of 0.50% convertible notes


24



3,948



10,436Effect of dilutive stock options granted


1,468



379



2,200Denominator for dilutive earnings per share  adjusted
    weighted average shares and assumed conversions


204,076



208,350



220,275Basic earnings per share

$
1.70


$
1.60


$
1.82Diluted earnings per share

$
1.69


$
1.57


$
1.74     (1)
    
    The basic and diluted weighted average number of shares
    outstanding for the fiscal years ended September 30, 2009
    and 2008 have been retroactively adjusted to reflect the
    adoption of new earnings per share authoritative guidance
    requiring the inclusion of unvested share-based payment awards
    containing nonforfeitable rights to dividends or dividend
    equivalents in the calculation of basic weighted average number
    of shares outstanding. This adjustment reduced basic and diluted
    earnings per share for the fiscal year ended September 30,
    2009 and basic earnings per share for the fiscal year ended
    September 30, 2008 by $0.01. F-35




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
       Note 22 
    Segment
    Information and Sales to Significant Customers    Geographic
    Information
    Year Ended September 30,2010


2009


2008RevenueUnited States

$
1,847,351


$
1,754,309


$
1,762,210Canada


404,658



400,264



405,569Europe


353,239



394,263



548,027Rest of the world


378,975



313,771



446,290Total

$
2,984,223


$
2,862,607


$
3,162,096   As of September 30,2010


2009


2008Long-lived Assets(1)United States

$
110,245


$
138,520


$
153,739Israel


40,717



43,978



56,130India


36,322



32,578



39,208Europe


35,353



35,366



33,165Rest of the world


35,636



29,217



34,839Total

$
258,273


$
279,659


$
317,081     (1)
    
    Includes equipment and leasehold improvements.  Revenue
    and Customer Information
   F-36




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
   Year Ended September 30,2010


2009


2008Customer experience systems

$
2,775,271


$
2,685,460


$
2,894,335Directory


208,952



177,147



267,761Total

$
2,984,223


$
2,862,607


$
3,162,096   Sales
    to Significant Customers
    Year Ended September 30,2010


2009


2008Customer 1


29
%


33
%


28
%Customer 2


12



10



12Customer 3


10



10



10   Note 23 
    Operational
    Efficiency and Cost Reduction Programs       F-37




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  Note 24 
    Selected
    Quarterly Results of Operations (Unaudited)    September 30,


June 30,


March 31,


December 31,2010Revenue

$
762,194


$
753,249


$
743,969


$
724,811Operating income


102,888



105,269



103,127



99,149Net income


94,738



92,265



68,550



88,353Basic earnings per share


0.49



0.45



0.33



0.43Diluted earnings per share


0.48



0.45



0.33



0.432009(1)Revenue

$
707,419


$
690,265


$
711,084


$
753,839Operating income


96,845



93,246



95,959



81,269Net income


85,751



85,548



80,630



74,247Basic earnings per share


0.42



0.42



0.40



0.36Diluted earnings per share


0.42



0.42



0.39



0.35   (1)
    The basic and diluted weighted average number of shares
    outstanding for the quarters ended within fiscal 2009 have been
    retroactively adjusted to reflect the adoption of new earnings
    per share authoritative guidance requiring the inclusion of
    unvested share-based payment awards containing nonforfeitable
    rights to dividends or dividend equivalents in the calculation
    of basic weighted average number of shares outstanding. This
    adjustment reduced basic earnings per share for the first
    quarter of fiscal year 2009 by $0.01. F-38




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##### Table of Contents



VALUATION
    AND QUALIFYING ACCOUNTS
  Valuation Allowanceson NetAccounts Receivable


Deferred TaxAllowances


AssetsBalance as of September 30, 2007

$
27,416


$
33,251Charged to costs and expenses


97



24,479
(1)Charged to revenue


1,962



Charged to other accounts


7,607



26,208
(2)Deductions


(2,518
)


(7,457
)(3)Balance as of September 30, 2008


34,564



76,481Charged to costs and expenses


1,436



22,756
(4)Charged to revenue


3,768



Charged to other accounts


3,397
(5)


Deductions


(33,287
)(7)


(16,457
)(6)Balance as of September 30, 2009


9,878



82,780Charged to costs and expenses


2,710



18,344
(8)Charged to revenue


1,329



Charged to other accounts


1,503
(10)


15,601
(9)Deductions


(3,992
)


(9,982
)(11)Balance as of September 30, 2010

$
11,428


$
106,743     (1)
    
    Valuation allowances on deferred tax assets incurred during
    fiscal 2008.(2)
    
    Includes valuation allowances on deferred tax assets incurred
    primarily in connection with a 2006 acquisition.(3)
    
    Deductions in the valuation allowances on net deferred tax
    assets were released to earnings.(4)
    
    Valuation allowances on deferred tax assets incurred during
    fiscal 2009.(5)
    
    Acquired as part of a 2009 small acquisition.(6)
    
    $3,481 of valuation allowances on deferred tax assets incurred
    primarily in connection with 2006 and 2008 acquisitions was
    released through goodwill, $7,172 of valuation allowances on
    deferred tax assets was written off against the related deferred
    tax assets, the remaining deductions in the valuation allowances
    on net deferred tax assets were released to earnings.(7)
    
    Primarily attributable to a settlement with a customer in which
    the allowances were written off against the related accounts
    receivable.(8)
    
    Valuation allowances on deferred tax assets incurred during
    fiscal 2010.(9)
    
    Includes valuation allowances on deferred tax assets incurred in
    connection with 2010 small acquisitions.(10)
    
    Acquired as part of 2010 small acquisitions(11)
    
    $5,060 of valuation allowances on deferred tax assets were
    written off against the related deferred tax assets, and the
    remaining deductions in the valuation allowances on net deferred
    tax assets were released to earnings. F-39