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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWASHINGTON, D.C.
    20549
   FORM 20-F
  o
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
    OR(g) OF THE SECURITIES EXCHANGE ACT OF 1934  or
  þ
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended September 30, 2008
  or
  o
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934  or
  o
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934  Date 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, 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
     None
     Ordinary Shares, par value £0.01

203,915,726(1)(Title of class)

(Number of shares)     þ o
   Yes o     No þ
   Yes þ     No o
  Rule 12b-2
  þ o o
    U.S. GAAP
    þ

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

Other
    o   Rule 12b-2
 Yes o     No þ
   (1)
    
    Net of 36,919,790 shares held
    in treasury. Does not include (a) 22,387,689 ordinary
    shares reserved for issuance upon exercise of stock options
    granted under our stock option plan or by companies we have
    acquired, and (b) 10,435,995 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, 2008
    INDEX
   
 PART IItem 1.


Identity of Directors, Senior Management and
    Advisors


3Item 2.


Offer Statistics and Expected Timetable


3Item 3.


Key Information


3Item 4.


Information on the Company


14Item 5.


Operating and Financial Review and Prospects


28Item 6.


Directors, Senior Management and Employees


47Item 7.


Major Shareholders and Related Party
    Transactions


54Item 8.


Financial Information


55Item 9.


The Offer and Listing


56Item 10.


Additional Information


56Item 11.


Quantitative and Qualitative Disclosure about
    Market Risk


66Item 12.


Description of Securities Other than Equity
    Securities


67PART IIItem 13.


Defaults, Dividend Arrearages and
    Delinquencies


68Item 14.


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


68Item 15.


Controls and Procedures


68Item 16A.


Audit Committee Financial Expert


68Item 16B.


Code of Ethics and Business Conduct


68Item 16C.


Principal Accountant Fees and Services


69Item 16D.


Exemption From the Listing Standards for
    Audit Committees


69Item 16E.


Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


70PART IIIItem 17.


Financial Statements


71Item 18.


Financial Statements


71Item 19.


Exhibits


71Index to Consolidated Financial Statements


F-1EX-8: SUBSIDIARIESEX-12.1: CERTIFICATIONEX-12.2: CERTIFICATIONEX-13.1: CERTIFICATIONEX-13.2: CERTIFICATIONEX-14.1: CONSENT OF ERNST & YOUNG LLP   1




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Form 20-F
  tm tm tm tm tm tm tm tm
  Forward
    Looking Statements
  Form 20-F
   2




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PART I  Item 1.
    IDENTITY
    OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS    Item 2.
    OFFER
    STATISTICS AND EXPECTED TIMETABLE    Item 3.
    KEY
    INFORMATION  Selected
    Financial Data
      2008


2007


2006


2005


2004(in thousands, except per share data)Statement of Operations Data:Revenue

$
3,162,096


$
2,836,173


$
2,480,050


$
2,038,621


$
1,773,732Operating income


405,596



357,433



332,132



338,492



296,200Net income


378,906



364,937



318,636



288,636



234,860Basic earnings per share


1.83



1.76



1.57



1.44



1.13Diluted earnings per share


1.74



1.65



1.48



1.35



1.08Dividends declared per share


















   2008


2007


2006


2005


2004Balance Sheet Data:Total assets

$
4,579,063


$
4,344,599


$
3,962,828


$
3,202,468


$
2,863,884Long-term obligations2% Convertible Notes due June 1, 2008














272



2720.50% Convertible Senior Notes due 2024(1)


450,000



450,000



450,000



450,000



450,000Long-term portion of capital lease obligations


356















4,112Shareholders equity


2,805,191



2,600,243



2,154,165



1,656,452



1,444,190   3




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AdditionalOrdinary Shares


Paid-InShares


Amount


Capital


Treasury Stock(in thousands)Statement of Changes in Shareholders Equity Data:Balance as of September 30, 2004


201,334


$
3,601


$
1,837,608


$
(502,416
)Issuance of restricted stock and stock options related to
    acquisitions, net


144



2



6,034



Employee stock options exercised


2,229



41



23,983



Tax benefit of stock options exercised










3,147



Repurchase of shares


(3,525
)










(99,976
)Expense related to vesting of stock options










150



Balance as of September 30, 2005


200,182


$
3,644


$
1,870,922


$
(602,392
)Employee stock options exercised


5,869



106



106,853



Tax benefit of stock options exercised










7,619



Issuance of restricted stock, net of cancellations


742



13







Issuance of restricted stock and stock options related to
    acquisitions, net










4,634



Equity-based compensation expense related to employees










46,178



Reclassification of unearned compensation to additional paid in
    capital










(962
)


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










65



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










3,965



Repurchase of shares


(1,411
)










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


410



8







Issuance of restricted stock and 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










1,549



Repurchase of shares


(8,370
)










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


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
)     (1)
    
    In November 2008, our Board of Directors authorized us to
    repurchase up to $100 million aggregate principal amount of
    our 0.50% Convertible Senior Notes due 2024, which we refer
    to as our notes, in such amounts, at such prices and at such
    times that we deem appropriate. During the first quarter of
    fiscal 2009, we purchased $100 million aggregate principal
    amount of our notes at an average price of 98% of the principal
    amount, excluding accrued interest and transaction fees. In
    March 2009, the remaining notes are redeemable by us, and if we
    do not elect to redeem the notes, then the holders of the notes
    may require us to repurchase the notes, in each case at a
    purchase price equal to 100% of the principal amount of the
    notes plus accrued and unpaid interest. We anticipate that a
    substantial portion of the outstanding notes will be put to us
    in March 2009 if we do not elect to redeem them. As of
    November 30, 2008, $350,000 aggregate principal amount of
    our notes was outstanding. 4




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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.
        
    the development by others of software that is 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. 5




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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.
   6




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We may
    seek to acquire companies or technologies that could disrupt our
    ongoing business, distract our management and employees and
    adversely affect our results of operations.
      The
    skilled and highly qualified workforce that we need to develop,
    implement and modify our solutions may be difficult to hire and
    retain, and we could face increased costs to attract and retain
    our skilled workforce.
     7




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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, 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.
    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.
   8




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and/or
  The
    current credit crisis may adversely affect our investment
    portfolio, other financial assets and our ability to secure
    additional credit availability.
      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.
   9




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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.
           10




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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.
     11




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Claims
    by others that we infringe their proprietary technology could
    harm our business.
        Product
    defects or software errors could adversely affect our
    business.
      System
    disruptions and failures may result in customer dissatisfaction,
    customer loss or both, which could materially and adversely
    affect our reputation and business.
   12




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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.  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, 13




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
    variations in our quarterly operating results,
    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,
    changes in our backlog levels, 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
       14




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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 technology         Business
    Overview
      IP-based
 15




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Industry
    Background
  Communications
    Industry
  break-up IP-based
  end-to-end
   16




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The
    Amdocs Offerings
    
    Software Products.  In fiscal 2008, we released
    the Amdocs CES (customer experience systems) 7.5 portfolio of
    software products. Building on Amdocs 6 and Amdocs 7, Amdocs CES
    7.5 provides the fourth generation of integration between our
    post-paid and pre-paid billing, customer relationship management
    (CRM) and ordering applications that are designed to enable our
    customers to achieve integrated customer management and deliver
    an intentional customer experience. Our portfolio of
    pre-integrated software products was built to span the entire
    customer lifecycle across business support systems (BSS) and
    operational support systems (OSS), and enable service providers
    to centralize common information assets, such as customer,
    product and network resource data, align their business
    processes around the end customer, and link subscriber-facing
    business processes and touch points across back-office and
    front-office systems. Our products are designed to allow modular
    extension as a service provider evolves, to ensure fast and
    reduced-cost, reduced-risk implementations.  time-to-market
  
    Services.  Amdocs services include
    consulting and systems integration and delivery services,
    product support and managed 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 the
    products included in the Amdocs CES 7.5 portfolio, we offer
    bundled solutions of products (including those of Amdocs and
    third parties)
    and/or
    services that address specific business issues, such as
    subscriber profitability and segmentation, or the identification
    of consumer segments to be targeted, or 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 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 this training and
    experience, we have developed a field-proven set of business
    processes, tools and methodologies that we apply to all ongoing
    product development and delivery activities. Significantly based
    on the skills and knowledge of our workforce, we believe that we
    have developed a reputation for reliably delivering quality
    solutions within agreed time frames and budgets. 17




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Business
    Strategy
    
    Continued Focus on the Communications, Media and
    Entertainment Industry.  We intend to continue to
    concentrate our main 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 principally toward the major
    service providers in established markets. We derive a
    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 premier customer base has helped
    position us as a market leader, while contributing to the core
    strength of our business. By targeting industry leaders that
    require the most sophisticated customer experience systems, we
    believe that we are better able to remain at the forefront of
    developments in the industry.
    Expand into Emerging Markets.  Through our
    acquisition of SigValue in fiscal 2007 and our own development
    efforts, we believe we have improved our ability to serve the
    needs of service providers operating in emerging markets where
    subscriber growth, principally 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 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 seek to
    provide customer experience systems across the BSS and OSS
    domains and across multiple lines of business, often including
    wireline, wireless, broadband cable and satellite services.
    Integration 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 various, 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 and Consulting
    Capabilities.  Managed services enable Amdocs to
    assume responsibility for the operation and management our
    customers Amdocs systems, as well as systems developed by
    in-house IT departments or by other vendors. Managed services
    benefit our customers by affording them improved efficiencies
    and long-term savings over the
    day-to-day
    costs of operating and maintaining these systems, and by
    enabling them to focus on their own internal strengths, leaving
    systems concerns to us. Managed services also benefit Amdocs, as
    they can be a source of predictable revenue and long-term
    relationships for us. Similarly, Amdocs consulting
    services are mutually beneficial for Amdocs and our customers.
    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. 18




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
    Maintain and Develop Long-Term Customer
    Relationships.  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. 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 our strong customer relationships,
    and the recurring revenue that they produce, are a competitive
    advantage for us, especially in times of economic stress.  Products
      
    Revenue Management:  Products that enable
    service providers to manage and track sources of revenue through
    any channel, from service consumption to cash in hand.
    Amdocs Revenue Management offerings include:  
    Billing and Charging:  enables flexible,
    real-time rating and billing for all voice, data broadband,
    content, commerce and video services, whether
    pre-paid,
    post-paid or
    a blend of both.
    Mediation:  enables service providers to
    transform network activity in real time into a form that can be
    used to authorize events on the network, bill a customer or pay
    a content provider.
    Partner Settlement:  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, commerce and advertising
    and dealer incentives.  
    Customer Management:  Products that cover the
    critical touchpoints at which customers interact with service
    providers, helping to ensure consistent interactions across all
    channels and throughout the customer lifecycle. Amdocs
    Customer Management offerings include:  
    Contact Center and Agent
    Interactions:  consolidates information for a
    customer service agent to provide real-time guidance and
    up-selling and cross-selling recommendations, all within a
    single unified interface.
    Service and Support:  prioritizes case
    handling, enables support and closes the loop between the
    initial service request and problem resolution, including field
    service.
    Online and Self-Directed Interactions:  enables
    end-users to manage their own billing, ordering,
    trouble-ticketing, account maintenance and reporting through
    business-to-consumer
    and
    business-to-business
    customer portals.
    Sales and Ordering:  captures orders initiated
    from any channel, including the Internet, call center and sales
    automation systems, then validates and breaks down the orders
    into component actions, and triggers the request to the
    appropriate systems for completion. 19




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
    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:  assures services by
    proactively identifying and resolving network problems before
    outages affect customers (through integration with the inventory
    system), and reactively with trouble ticketing functionality to
    enable faster resolution of service issues.
    Inventory and Discovery:  provides a single
    source of service and network inventory and performance data, to
    support network planning and service fulfillment and assurance.  
    Digital Commerce and Service
    Delivery:  Products that help service providers,
    entertainment and media companies realize new revenue streams by
    managing the digital commerce lifecycle and the value chain of
    parties involved in delivering digital goods and services.
    Amdocs Digital Commerce and Service Delivery offerings
    include:  
    Search and Digital Advertising:  manages the
    entire digital advertising lifecycle, from partner management
    campaign inception, personalization and management, to reporting
    and billing.
    Digital Commerce:  facilitates a rich, personal
    shopping experience for digital content, enabling service
    providers to offer consumers personalized product and service
    recommendations across all mobile content channels and media
    types.
    Open Services:  provides a collaboration
    environment in which third-party developers can develop new
    applications and use service providers systems, such as
    billing and customer case, to support interactions with
    end-users.
    Service Delivery and Control:  comes with
    dozens of pre-built value-added services, such as ringback tones
    and missed call notifications, and hundreds of pre-configured
    service building blocks to quickly bring to market an infinite
    number of service combinations.  
    Information Management:  Products that provide
    service providers a single view of each customer they serve and
    product they offer. Amdocs Information Management
    offerings include:  
    Product Management:  consolidates product
    information into a central location, efficiently maintains the
    information and maximizes the value of product assets.
    Customer Data Integration:  consolidates
    customer information from all systems and lines of business
    across the enterprise.  Foundation
      
    Application Framework:  a common infrastructure
    designed to ease the integration of our own and third-party
    applications.
    Operational Framework:  a unified operational
    environment with tools, including a common interface, to manage
    all portfolio applications.
    Delivery Framework:  a set of common tools,
    methodologies and web services that enable customers to simplify
    the way they customize and deploy our products. 20




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High-Growth
    and Emerging Markets Systems
    
    Compact Business Platform:  Provides out-of
    the-box essential business functionality, such as customer care,
    invoicing and provisioning, and the ability to configure and
    apply new business processes as needed.
    Compact Charging Platform:  Allows service
    providers to implement and execute a range of tariff plans and
    pricing strategies, and to bill customers for service usage.
    Service Platform:  Provides value-added
    services out of the box, and enables service providers to adjust
    services or create new ones using its service creation
    capabilities.  Directory
    Systems
    
    Integrated Advertising Management:  Comprised
    of pre-integrated and modular applications that support
    traditional yellow pages and white pages directory sales and
    publishing operations as well as interactive advertising
    products, such as advertisements, directories and catalogs
    delivered across multiple digital media, including the Internet
    and mobile devices. The Integrated Advertising Management
    framework consists of the following key functional areas:  
    Target/Market Supports all marketing
    functions from product design, rollout and offer development, to
    lead management and support for multiple advertiser segment
    definitions.
    Sales and Ordering Supports the definition of
    flexible advertising sales campaigns and the management of
    purchased orders.
    Deliver Supports production of advertising
    products across multiple media; the design is intended to allow
    content to be collected, verified, managed and maintained using
    a virtual repository consisting of multiple content types from
    multiple sources.
    Syndication Partner Management (SPM) Enables
    publishers to manage complex relationships with search and
    content syndication partners and affiliates. SPM defines
    revenue-sharing models in partner contracts, and automatically
    rates and generates payments for events accordingly. SPM also
    includes functionality for reporting and auditing partner
    activities.
    Finance Provides a robust mechanism for
    monetizing simple and complex advertising events. A mediation
    layer interacts with the network layer to capture events and
    supports complex rating and billing functionality.
    Support Provides support for publishers
    operational activities such as the creation of new orders,
    billing, managing advertiser account profiles, verifying
    contracts, and viewing advertiser promotions and campaigns. 21




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##### Table of Contents




    Internet Yellow Pages Solution:  Includes full
    support for the Internet Yellow Pages operation under the Web
    2.0 paradigm, including the following key functional
    areas:  
    Local Directories Uses an online local search
    portal and provides business search capabilities and supports
    social networking.
    User Manager Supports the collection and
    maintenance of users profiles and the tracking of
    users site activities.
    User Generated Content (UGC) Manager Supports
    users ability to contribute content to the Internet Yellow
    Pages 2.0 site repository.
    Local Search Combines fuzzy logic, run-time
    expansion and machine learning to provide greater accuracy for
    online and mobile search applications.  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 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. 22




---



##### Table of Contents




    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
      
    Consulting and Systems Integration Services These services span the entire consulting
    universe from assessment and advisory services to optimization
    and business transformation that help lower overall operational
    costs. We have developed advanced methodologies, industry
    best-practices and pre-configured tools to deliver consistent
    results and minimize the service providers exposure to
    risk.
    Managed Services  This set of flexible
    services offerings is uniquely tailored for the service provider
    industry to outsource the performance and management of their
    support business functions, operations and infrastructure
    support. Our services for managed services projects include data
    center and infrastructure management, application management and
    ongoing support, systems modernization and consolidation,
    business process operations support and
    end-to-end
    transformational business process outsourcing (BPO).
    Delivery Services Uses
    best-in-class
    delivery methodologies (e.g. project management governance,
    solution architecture and quality assurance), best practices,
    business processes and testing tools for optimal delivery. Our
    delivery services are designed to maximize the value of our
    products and provide service providers with cost-effective
    business transformation and reduce their exposure to risk.
    Product Support Services Support packages
    designed to maximize our customers business performance,
    strengthen their competitive position and ensure ongoing,
    consistent operations over the long-term.       23




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##### Table of Contents



Sales
    and Marketing
        Customers
      America Movil

Seat Pagine Gialle S.p.A.AT&T

Sprint NextelBakcell

SunriseBell Canada

SvyazinvestBT

Telefonica de EspanaCablevision

Telkom South AfricaChina Mobile

TelstraComcast

TELUSDeutsche Telekom

T-MobileDIRECTV

TRUE CorporationElisa

Verizon CommunicationsExcelcom

VimpelComKazakhtelecom

Virgin MediaKPN Mobile

Vodafone D2RH Donnelley

Vodafone NetherlandsRogers

Vodafone UK  24




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##### Table of Contents



2008


2007


2006North America


68.7
%


66.6
%


69.9
%Europe


17.3



21.5



21.8Rest of the World


14.0



11.9



8.3   Competition
    
    providers of OSS/BSS systems, including Comverse, Convergys, CSG
    Systems International and Oracle Corporation;
    system integrators and providers of IT services, such as
    Accenture, Cognizant, HP, Infosys, IBM Global Services, Satyam
    Computer Services Ltd, Tata Consultancy Services and Tech
    Mahindra Ltd (some of whom we also cooperate with in certain
    opportunities and projects); and
    network equipment providers such as Motorola and Nokia.      
    applying our 25-plus-year heritage to the development and
    delivery of products and professional services that enable our
    customers to achieve service differentiation via an intentional
    customer experience,
    focusing on 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, and
    offering customers
    end-to-end
    accountability from a single vendor.   25




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##### Table of Contents



Employees
      Research
    and Development, Patents and Licenses
           26




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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


199,183Eldorado Hills, CA(*)


70,008Others(*)


361,995Total


835,234Israel:Raanana


641,443Hod-Hasharon(*)


236,522Haifa


74,609Others


157,479Total


1,110,053Canada:Toronto(*)


66,128Montreal


57,705Others


26,828Total


150,661China


85,587Cyprus (Limassol)


103,893India:Pune


442,633Delhi


122,890Total


565,523United Kingdom(*)


103,460Rest of the world(**)


185,060     (*)
    
    Includes space sublet to third parties.(**)
    
    Includes Austria, Australia, Brazil, Czech Republic, Denmark,
    France, Germany, Greece, Hungary, Indonesia, Ireland, Italy,
    Japan, Kazakhstan, Korea, Malaysia, Mexico, New Zealand, Poland,
    Romania, Russia, Singapore, South Africa, Spain, Sweden, Taiwan,
    Thailand, Turkey, The Netherlands and the United Arab Emirates.   27




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##### Table of Contents



Equipment
  2000/2003
  on-site
    ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS  Introduction
    
    the factors that affect our business,
    our revenue and costs for the fiscal years ended
    September 30, 2008, 2007 and 2006,
    the reasons why specific line items in our consolidated
    statements of income were different from year to year,
    the sources of our revenue,
    how all of this affects our overall financial condition,
    our capital expenditures for the fiscal years ended
    September 30, 2008, 2007 and 2006,
    the changes in our business, including those resulting from
    acquisitions of other businesses, and
    the sources of our cash to pay for future capital expenditures
    and possible acquisitions.    Overview
    of Business and Trend Information
      IP-based
 28




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##### Table of Contents



Offerings
    
    A complete, modular yet integrated portfolio of customer
    experience systems, including revenue management (billing and
    charging, mediation, and partner settlement), customer
    management (contact center and agent interaction, service and
    support, sales and ordering, and online and self-directed
    interactions), service and resource management (OSS) (network
    planning, service fulfillment, service assurance, and inventory
    and discovery) digital commerce and service delivery (digital
    commerce, search and digital advertising, open services, and
    service delivery and control), information management (product
    management and customer data integration), and foundation
    (application framework, operational framework and delivery
    framework).
    A comprehensive line of services. Because our customers
    projects are complex and require systems support expertise, we
    provide information technology, or IT, services, including
    extensive consulting, delivery and managed services to assist
    our customers with their business strategy, system
    implementation, integration, modification, consolidation,
    modernization and ongoing support, enhancement and maintenance
    services. In addition, we offer comprehensive training services
    to help our customers develop competency in their Amdocs systems
    and applications.   29




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##### Table of Contents




    Industry transformation, including:  
    ubiquitous use of communications and content services,
    increases in digital and mobile commerce,
    continued explosive growth in emerging markets,
    consolidation among service providers in established markets,
    often including companies with multi-national operations,
    increased competition, including non-traditional players,
    continued convergence of communications, broadband cable and
    satellite services, and
    continued commoditization and pricing pressure.  
    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) Television (IPTV),
    worldwide interoperability for microwave access (WiMax) and
    Voice over IP (VoIP),
    evolution to next-generation networks, such as IP Multimedia
    Subsystem (IMS), that enable converged services offerings like
    fixed-mobile convergence, and
    technological changes, such as the introduction of 3G and 4G
    wireless technology, next-generation content systems and WiFi-
    and WiMax-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 authority shift toward the consumer, with
    increased customer expectations for new, innovative services
    that are personally relevant and that can be accessed anytime,
    anywhere and from any device,
    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, 30




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##### Table of Contents




    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,
    integrating and implementing 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.    Research
    and Development, Patents and Licenses
        Operational
    Efficiency and Cost Reduction Program
   31




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##### Table of Contents



Notes
    Repurchase Program
    Operating
    Results
    Year ended September 30,2008


2007


2006Revenue:License


4.3
%


5.6
%


4.7
%Service


95.7



94.4



95.3100.0



100.0



100.0Operating expenses:Cost of license


0.1



0.1



0.2Cost of service


64.0



63.2



63.7Research and development


7.1



8.1



7.5Selling, general and administrative


12.8



13.1



12.7Amortization of purchased intangible assets


2.7



2.6



1.5Restructuring charges, in-process research and development, and
    other acquisition related costs


0.5



0.3



1.087.2



87.4



86.6Operating income


12.8



12.6



13.4Interest income and other, net


0.4



1.8



1.7Income before income taxes


13.2



14.4



15.1Income taxes


1.2



1.5



2.2Net income


12.0
%


12.9
%


12.9
%  32




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##### Table of Contents



Fiscal
    Years Ended September 30, 2008 and 2007
    Year ended September 30,


Increase (Decrease)2008


2007


Amount


%(in thousands)Revenue:License

$
135,487


$
159,357


$
(23,870
)


(15.0
)%Service


3,026,609



2,676,816



349,793



13.13,162,096



2,836,173



325,923



11.5Operating expenses:Cost of license


2,729



3,914



(1,185
)


(30.3
)Cost of service


2,023,562



1,792,468



231,094



12.9Research and development


225,492



230,444



(4,952
)


(2.1
)Selling, general and administrative


404,134



370,194



33,940



9.2Amortization of purchased intangible assets


86,687



74,959



11,728



15.6Restructuring charges, in-process research and development and
    other acquisition related costs


13,896



6,761



7,135



105.52,756,500



2,478,740



277,760



11.2Operating income


405,596



357,433



48,163



13.5Interest income and other, net


11,955



50,566



(38,611
)


(76.4
)Income before income taxes


417,551



407,999



9,552



2.3Income taxes


38,645



43,062



(4,417
)


(10.3
)Net income

$
378,906


$
364,937


$
13,969



3.8
%   Revenue.
         33




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##### Table of Contents



Cost of License and Service.
  Research and Development.
    Selling, General and Administrative.
  Amortization of Purchased Intangible
    Assets.
  Restructuring Charges, In-Process Research and Development
    and Other.
 34




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##### Table of Contents



Operating Income.
  Interest Income and Other, Net.
  Income Taxes.
  Net Income.
  Diluted Earnings Per Share.
 35




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##### Table of Contents



Fiscal
    Years Ended September 30, 2007 and 2006
    Year ended September 30,


Increase (Decrease)2007


2006


Amount


%(in thousands)Revenue:License

$
159,357


$
116,285


$
43,072



37.0
%Service


2,676,816



2,363,765



313,051



13.22,836,173



2,480,050



356,123



14.4Operating expenses:Cost of license


3,914



4,003



(89
)


(2.2
)Cost of service


1,792,468



1,579,823



212,645



13.5Research and development


230,444



186,760



43,684



23.4Selling, general and administrative


370,194



313,997



56,197



17.9Amortization of purchased intangible assets


74,959



37,610



37,349



99.3Restructuring charges, in-process research and development and
    other acquisition related costs


6,761



25,725



(18,964
)


(73.7
)2,478,740



2,147,918



330,822



15.4Operating income


357,433



332,132



25,301



7.6Interest income and other, net


50,566



41,741



8,825



21.1Income before income taxes


407,999



373,873



34,126



9.1Income taxes


43,062



55,237



(12,175
)


(22.0
)Net income

$
364,937


$
318,636


$
46,301



14.5
%   Revenue.
       36




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##### Table of Contents



Cost of License.
  Cost of Service.
  Research and Development.
    Selling, General and Administrative.
  Amortization of Purchased Intangible
    Assets.
  Restructuring Charges, In-Process Research and Development
    and Other. in-process
 37




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##### Table of Contents



Operating Income.
  Interest Income and Other, Net.
  Income Taxes.
  Net Income.
  Diluted Earnings Per Share.
  Liquidity
    and Capital Resources
   38




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##### Table of Contents



asset-backed interest-bearing
  pre-defined
        Cash Payments Due by PeriodLess Than


1-3


4-5


Over 5Contractual Obligations

Total


1 Year


Years


Years


YearsConvertible notes including interest (1)

$
486.1


$
2.3


$
6.8


$
4.5


$
472.5Financing arrangements


1.5



1.5











Pension funding


20.0



4.4



4.9



3.6



7.1Purchase Obligations


39.8



26.4



13.4







Non-cancelable operating leases


229.1



71.7



125.4



25.5



6.5$
776.5


$
106.3


$
150.5


$
33.6


$
486.1  39




---



##### Table of Contents



(1)
    
    During the first quarter of fiscal 2009, using proceeds from our
    revolving credit facility as described above, we purchased
    $100 million aggregate principal amount of our notes at an
    average price of 98% of the principal amount, excluding accrued
    interest and transaction fees. In March 2009, the notes are
    redeemable by us, and if we do not elect to redeem the notes,
    then the holders of the notes may require us to repurchase the
    notes at a purchase price equal to 100% of the principal amount
    of the notes plus accrued and unpaid interest. The notes mature
    on 2024, however, we anticipate that a substantial portion of
    the outstanding notes will be put to us in March 2009 if we do
    not elect to redeem them. Please see Note 11 to our
    consolidated financial statements.        Net
    Deferred Tax Assets
    Critical
    Accounting Policies
      
    Revenue recognition and contract accounting 40




---



##### Table of Contents




    Tax accounting
    Business combinations
    Equity-based compensation expense
    Goodwill and intangible assets
    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
    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.   41




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##### Table of Contents



SOP 97-2, (SOP 97-2) No. 00-21, No. 00-21).
    Tax
    Accounting
       42




---



##### Table of Contents



Business
    Combinations
        Equity-Based
    Compensation Expense
     43




---



##### Table of Contents



Goodwill
    and Intangible Assets
      Derivative
    and Hedge Accounting
        Short-Term
    Interest-Bearing Investments
   44




---



##### Table of Contents



Realizability
    of Long-Lived Assets
      Accounts
    Receivable Reserves
      Recent
    Accounting Pronouncements
  No. 03-6-1, No. 03-6-1). No. 03-6-1, No. 03-6-1 No. 03-6-1
   45




---



##### Table of Contents



instrument-by-instrument
  No. SFAS No. 157-2,
  Adoption
    of New Accounting Standard
   46




---



##### Table of Contents



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

Age

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

68

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

46

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

72

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

61

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

59

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

75

Director, Amdocs LimitedEli Gelman(5)

50

Director, Amdocs LimitedNehemia Lemelbaum(4)(5)

66

Director, Amdocs LimitedJohn T. McLennan(1)

63

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

56

Director, Amdocs LimitedSimon Olswang(1)

64

Director, Amdocs LimitedDov Baharav(4)

58

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

37

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

51

Senior Vice President and Chief Strategy Officer, Amdocs, Inc.Ayal Shiran

43

Senior Vice President and Head of Customer Business GroupAnshoo Gaur

40

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

47

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   47




---



##### Table of Contents



48




---



##### Table of Contents



49




---



##### Table of Contents



Compensation
     50




---



##### Table of Contents



Board
    Practices
        Board
    Committees
    www.amdocs.com.
   51




---



##### Table of Contents



www.amdocs.com. www.amdocs.com.
  www.amdocs.com.
        Workforce
    Personnel
    As of September 30,2008


2007


2006Software and Information TechnologyNorth America


5,351



4,541



4,391Israel


4,314



4,588



4,686India


3,767



3,091



2,182Rest of the World


3,668



3,758



3,56717,100



15,978



14,826Management and Administration


1,435



1,483



1,408Total Workforce


18,535



17,461



16,234      52




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##### Table of Contents



Share
    Ownership
  Security
    Ownership of Directors and Senior Management and Certain Key
    Employees
      Stock
    Option and Incentive Plan
         53




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##### Table of Contents



ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS  Major
    Shareholders
    SharesBeneficially


PercentageName

Owned


OwnershipT. Rowe Price Associates, Inc.(1)


17,360,591



8.5Janus Capital Management LLC(2)


16,389,277



8.0J &W Seligman & Co. Incorporated(3)


11,740,656



5.8Glenview Capital Management, LLC(4)


11,639,877



5.7AT&T Inc.(5)


10,364,698



5.1All directors and executive officers as a group
    (17 persons)(6)


5,893,734



2.8     (1)
    
    The address of T. Rowe Price Associates, Inc. (T. Rowe
    Price) is 100 E. Pratt Street, Baltimore,
    Maryland 21202. Based on a Schedule 13G filed by T. Rowe
    Price with the SEC on February 12, 2008, as of
    December 31, 2007, T. Rowe Price had sole voting power over
    3,629,100 of our ordinary shares and sole dispositive power over
    17,360,591 of our ordinary shares.(2)
    
    The address of Janus Capital Management LLC (Janus)
    is 151 Detroit Street, Denver, Colorado 80206. Based on a
    Schedule 13G filed by Janus with the SEC on
    February 14, 2008, as of December 31, 2007, Janus
    Capital has an indirect 86.5% ownership stake in Enhanced
    Investment Technologies LLC (INTECH) and an indirect
    30% ownership stake in Perkins, Wolf, McDonnell and Company, LLC
    (Perkins Wolf). Due to this ownership structure,
    holdings for Janus, Perkins Wolf and INTECH are aggregated.
    Janus, Perkins Wolf and INTECH are registered investment
    advisers, each furnishing investment advice to various
    investment companies registered under Section 8 of the
    Investment Company Act of 1940 and to individual and
    institutional clients (collectively, the Managed
    Portfolios). As a result of its role as investment adviser
    or sub-adviser to the Managed Portfolios, Janus may be deemed to
    be the beneficial owner of 16,389,277 ordinary shares held by
    the Managed Portfolios. However, Janus does not have the right
    to receive any dividends from, or the proceeds from the sale of,
    the securities held in the Managed Portfolios and disclaims any
    ownership associated with such rights.(3)
    
    The address of J &W Seligman & Co.
    Incorporated (Seligman) is 100 Park Avenue, New
    York, New York 10017. Based on a Schedule 13G filed by
    Seligman with the SEC on January 28, 2008, as of
    December 31, 2007, Seligman had shared voting power over
    11,740,656 of our ordinary shares and shared dispositive power
    over 11,740,656 of our ordinary shares. William C. Morris, as
    the owner of a majority of the outstanding voting securities of
    Seligman, may be deemed to beneficially own the shares reported
    by Seligman.(4)
    
    The address of Glenview Capital Management, LLC
    (Glenview) is 767 Fifth Avenue, 44th Floor,
    New York, New York 10153. Based on a Schedule 13G filed by
    Glenview with the SEC on April 18, 2008, as of
    April 17, 2008, Glenview had shared voting power and shared
    dispositive power over all of these ordinary shares. Of these
    ordinary shares, 386,390 were held for the account of Glenview
    Capital Partners, L.P., 6,377,229 were held for the account of
    Glenview Capital Master Fund, Ltd., 2,595,536 were held for the
    account of Glenview Institutional Partners, L.P., 694,616 were
    held for the account of GCM Little Arbor Master Fund, Ltd.,
    120,812 were held for the account of GCM Little Arbor
    Institutional Partners, L.P., 54




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##### Table of Contents



747,059 were held for the account of Glenview Capital
    Opportunity Fund, L.P., 686,270 were held for the account of
    Glenview Offshore Opportunity Master Fund, Ltd., 8,545 were held
    for the account of GCM Little Arbor Partners, L.P. and 23,420
    were held for the account of GCM Opportunity Fund, L.P.
    Lawrence M. Robbins, as the Chief Executive Officer of
    Glenview, may be deemed to beneficially own the shares reported
    by Glenview.(5)
    
    The address of AT&T Inc. is 175 East Houston,
    San Antonio, Texas 78205. Based upon information provided
    to us by AT&T, as of November 24, 2008, AT&T
    beneficially owned 10,364,698 of our ordinary shares.(6)
    
    Includes options held by such directors and executive officers
    that are exercisable within 60 days after November 24,
    2008.      Related
    Party Transactions
    ITEM 8.
    FINANCIAL
    INFORMATION  Financial
    Statements
    Legal
    Proceedings
    Dividend
    Policy
   55




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ITEM 9.
    THE
    OFFER AND LISTING    High


LowFiscal Year Ended September 302004

$
30.69


$
18.082005

$
30.96


$
20.702006

$
41.01


$
24.302007

$
40.74


$
32.502008

$
38.03


$
24.65QuarterFiscal 2007:First Quarter

$
40.74


$
35.22Second Quarter

$
39.48


$
32.50Third Quarter

$
40.26


$
34.39Fourth Quarter

$
40.36


$
32.75Fiscal 2008:First Quarter

$
34.72


$
33.73Second Quarter

$
31.77


$
30.69Third Quarter

$
31.28


$
30.50Fourth Quarter

$
29.59


$
28.72Fiscal 2009:First Quarter (through November 24, 2008)

$
27.71


$
16.19Most Recent Six MonthsJune 2008

$
31.81


$
31.09July 2008

$
30.02


$
29.13August 2008

$
30.37


$
29.76September 2008

$
28.36


$
27.24October 2008

$
27.71


$
19.39November 2008 (through November 24, 2008)

$
24.60


$
16.19   ITEM 10.
    ADDITIONAL
    INFORMATION  Memorandum
    and Articles of Association
     56




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57




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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 be cumulative.
    Liquidation in the event of any liquidation,
    dissolution or
    winding-up
    of Amdocs Limited, the holders of preferred shares are entitled
    to 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.
    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 members.  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, 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
    of Amdocs Limited, our 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
    members, 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 of Association.   58




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
    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 the
    company 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.        
    by an agreement between us and any person purporting to contract
    on behalf of the holders of shares of the class or group
    affected, provided that such agreement is ratified in writing by
    the holders of at least two-thirds of the issued shares of the
    class affected; or
    with the consent in writing of the holders of three-fourths of
    the issued shares of that class or with the sanction of an
    extraordinary resolution passed by majority of three-fourths of
    the votes of the holders of shares of the class or group
    affected entitled to vote and voting in person or by attorney or
    proxy and passed at a separate meeting of the holders of such
    shares but not otherwise.     59




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Material
    Contracts
        Taxation
  Taxation
    of the Company
   60




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General
      Certain
    Guernsey Tax Considerations
    Certain
    Indian Tax Considerations
    Certain
    Israeli Tax Considerations
    General Corporate Taxation in Israel.
  Law for the Encouragement of Capital Investments,
    1959.
   61




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##### Table of Contents



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.     62




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Dividends
    Taxation
    Of Holders Of Ordinary Shares
  Certain
    United States Federal Income Tax Considerations
              non-U.S. tax
   63




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##### Table of Contents



Dividends.
      Disposition of Ordinary Shares.
  Information Reporting and Backup
    Withholding. Form W-9
    Passive Foreign Investment Company
    Considerations.
 64




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Certain
    Guernsey Tax Considerations
      Corporate
    Governance
    Documents
    On Display
  Form 20-F. Form 6-K 1-800-SEC-0330 www.sec.gov. www.amdocs.com.
         65




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ITEM 11.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK  Foreign
    Currency Risk
        As of September 30, 2008Notional AmountTranslated toU.S. Dollar(*)DerivativesMaturingDuring Fiscal


Fair Value of2009


2010


DerivativesRevenue

$
116.8


$
0.9


$
2.8Costs


(354.9
)


(0.8
)


(11.4
)Assets


79.4







2.3Liabilities


(101.6
)






(1.9
)$
(260.3
)

$
0.1


$
(8.2
)    (*)
    Positive notional amounts represent forward contracts to sell
    foreign currency. Negative notional amounts represent forward
    contracts and options to buy foreign currency.  Interest
    Rate Risk
   66




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ITEM 12.
    DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES   67




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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    ITEM 16B.
    CODE
    OF ETHICS AND BUSINESS CONDUCT    www.amdocs.com
  
   68




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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
      ITEM 16D.
    EXEMPTION FROM
    THE LISTING STANDARDS FOR AUDIT COMMITTEES   69




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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)10/1/07  10/31/07


565,106


$
33.77



565,106


$
331,109,79311/1/07  11/30/07


997,700


$
32.85



997,700


$
298,333,72712/1/07  12/31/07


612,800


$
33.63



612,800


$
277,725,1411/1/08  1/31/08


405,448


$
32.06



405,448


$
264,725,4862/1/08  2/28/08


359,000


$
31.27



359,000


$
253,500,9203/1/08  3/31/08


886,100


$
28.97



886,100


$
227,826,4736/1/08  6/30/08


1,562,184


$
31.92



1,562,184


$
177,959,9397/1/08  7/31/08


8,600


$
28.00



8,600


$
177,719,1658/1/08  8/31/08


270,000


$
30.02



270,000


$
169,613,3609/1/08  9/30/08


2,702,979


$
27.49



2,702,979


$
95,307,756Total


8,369,917


$
30.45



8,369,917


$
95,307,756     (1)
    
    In August 2007, our Board of Directors authorized a share
    repurchase plan allowing the repurchase of up to
    $400 million of our outstanding ordinary shares. 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 2008, we repurchased
    approximately 8.4 million ordinary shares at an average
    price of $30.45 per share (excluding broker and transaction
    fees) under this plan, leaving us with authority as of
    September 30, 2008, to repurchase up to $95.3 million
    of our ordinary shares under the share repurchase plan. In the
    first quarter of 2009 (through November 30, 2008), we
    repurchased approximately 0.5 million ordinary shares at an
    average price of $26.90 per share (excluding broker and
    transaction fees). Although we currently do not plan to
    repurchase additional ordinary shares in the immediate future,
    we have authority, as of November 30, 2008, to repurchase
    up to $82.7 million of our ordinary shares under this plan.  Convertible
    Notes
   70




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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   71




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SIGNATURES
  Form 20-F
    Thomas
    G. OBrien
   Treasurer and Secretary
 Authorized U.S. Representative
   72




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EXHIBIT INDEX
  ExhibitNo.

Description1.

Memorandum and Articles of Association of Amdocs Limited
    (incorporated by reference to Exhibits 3.1 and 3.2 to
    Amdocs Registration Statement on
    Form F-1
    dated June 19, 1998; Registration
    No. 333-8826)2.a.1

Indenture dated May 30, 2001 between Amdocs and United
    States Trust Company of New York (incorporated by reference
    to Exhibit 4.1 to Amdocs
    Form 6-K
    dated May 31, 2001)2.a.2

Registration Rights Agreement dated May 30, 2001 between
    Amdocs and Goldman, Sachs & Co. (incorporated by
    reference to Exhibit 4.2 to Amdocs
    Form 6-K
    dated May 31, 2001)2.a.3

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.4

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.a.1

Share Sale and Purchase Agreement, dated as of July 1,
    2005, by and among DST Systems, Inc., Amdocs, Inc. and Amdocs
    Limited (incorporated by reference to Exhibit 99.1 to
    Amdocs
    Form 6-K
    dated July 5, 2005)4.a.2

Agreement and Plan of Merger, dated as of April 17, 2006,
    by and among Amdocs Limited, Amdocs Thesaurus, Inc., Qpass Inc.
    and Ray A. Rothrock, as Shareholders Agent (incorporated
    by reference to Exhibit 99.1 to Amdocs
    Form 6-K
    dated April 21, 2006)4.a.3

Share Sale and Purchase Agreement relating to Cramer Systems
    Group Limited, dated July 18, 2006, by and among Amdocs
    Limited, Amdocs Astrum Limited and certain shareholders of
    Cramer Systems Group Limited (incorporated by reference to
    Exhibit 99.1 to Amdocs
    Form 6-K
    dated July 20, 2006)4.a.4

Agreement, dated August 14, 2006, amending the Share Sale
    and Purchase Agreement relating to Cramer Systems Group Limited
    dated July 18, 2006, by and among Amdocs Limited, Amdocs
    Astrum Limited and certain shareholders of Cramer Systems Group
    Limited (incorporated by reference to Exhibit 99.1 to
    Amdocs
    Form 6-K
    dated August 17, 2006)4.a.5

Agreement, dated September 14, 2006, amending the Share
    Sale and Purchase Agreement relating to Cramer Systems Group
    Limited dated July 18, 2006, by and among Amdocs Limited,
    Amdocs Astrum Limited and certain shareholders of Cramer Systems
    Group Limited, as amended (incorporated by reference to
    Exhibit 99.1 to Amdocs
    Form 6-K
    dated September 14, 2006)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) 73




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##### Table of Contents



ExhibitNo.

Description4.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

Information Technology Services Agreement, dated as of
    April 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 99.1 to Amdocs Report of Foreign Private
    Issuer on
    Form 6-K
    dated December 3, 2007)4.b.8

Amended and Restated Information Technology Services Agreement,
    dated as of December 28, 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 99.1 to Amdocs Report of Foreign
    Private Issuer on
    Form 6-K
    dated December 8, 2008)4.b.9

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)8

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 LLP  74




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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, 2008 and 2007


F-5Consolidated Statements of Income for the years
    ended September 30, 2008, 2007 and 2006


F-6Consolidated Statements of Changes in
    Shareholders Equity for the years ended September 30,
    2008, 2007 and 2006


F-7Consolidated Statements of Cash Flows for the
    years ended September 30, 2008, 2007 and 2006


F-8Notes to the Consolidated Financial Statements


F-10Financial Statement ScheduleValuation and Qualifying Accounts


F-40  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




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##### 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 30,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
718,850


$
615,501Short-term interest-bearing investments


525,528



563,779Accounts receivable, net


573,764



473,847Deferred income taxes and taxes receivable


84,515



117,623Prepaid expenses and other current assets


102,930



98,746Total current assets


2,005,587



1,869,496Equipment, vehicles and leasehold improvements, net


317,081



283,839Deferred income taxes


187,173



192,761Goodwill


1,526,371



1,489,132Intangible assets, net


270,551



303,456Other noncurrent assets


272,300



206,666Total assets

$
4,579,063


$
4,345,350LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
157,357


$
192,395Accrued expenses and other current liabilities


224,699



222,616Accrued personnel costs


218,229



177,926Short-term portion of financing arrangements and capital lease
    obligations


1,660



2,055Deferred revenue


197,851



174,526Deferred income taxes and taxes payable


30,228



205,960Total current liabilities


830,024



975,478Convertible notes


450,000



450,000Deferred income taxes and taxes payable


266,548



122,983Noncurrent liabilities and other


227,300



196,646Total liabilities


1,773,872



1,745,107Shareholders equity:Preferred Shares  Authorized 25,000 shares;
    £0.01 par value; 0 shares issued and outstanding






Ordinary Shares  Authorized 550,000 shares;
    £0.01 par value 240,836 and 238,312 issued and 203,916
    and 209,762 outstanding, in 2008 and 2007, respectively


3,900



3,850Additional paid-in capital


2,264,800



2,168,234Treasury stock, at cost   36,920 and 28,550 Ordinary
    Shares in 2008 and 2007


(907,280
)


(652,229
)Accumulated other comprehensive (loss) income


(14,834
)


689Retained earnings


1,458,605



1,079,699Total shareholders equity


2,805,191



2,600,243Total liabilities and shareholders equity

$
4,579,063


$
4,345,350    F-5




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##### Table of Contents



AMDOCS
    LIMITED
  CONSOLIDATED
    STATEMENTS OF INCOME
 (in
    thousands, except per share data)
  Year ended September 30,2008


2007


2006Revenue:License

$
135,487


$
159,357


$
116,285Service


3,026,609



2,676,816



2,363,7653,162,096



2,836,173



2,480,050Operating expenses:Cost of license


2,729



3,914



4,003Cost of service


2,023,562



1,792,468



1,579,823Research and development


225,492



230,444



186,760Selling, general and administrative


404,134



370,194



313,997Amortization of purchased intangible assets


86,687



74,959



37,610Restructuring charges, in-process research and development and
    other acquisition-related costs


13,896



6,761



25,7252,756,500



2,478,740



2,147,918Operating income


405,596



357,433



332,132Interest income and other, net


11,955



50,566



41,741Income before income taxes


417,551



407,999



373,873Income taxes


38,645



43,062



55,237Net income

$
378,906


$
364,937


$
318,636Basic earnings per share

$
1.83


$
1.76


$
1.57Diluted earnings per share

$
1.74


$
1.65


$
1.48Basic weighted average number of shares outstanding


206,590



207,846



203,194Diluted weighted average number of shares outstanding


219,606



223,256



218,534    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


Unearned


Retained


ShareholdersShares


Amount


Capital


Stock


(Loss)


Compensation


Earnings


EquityBalance as of October 1, 2005


200,182


$
3,644


$
1,870,922


$
(602,392
)

$
(10,886
)

$
(962
)

$
396,126


$
1,656,452Comprehensive income:Net income


























318,636



318,636Unrealized gain on foreign currency hedging contracts, net of
    $1,847 tax


















11,938











11,938Unrealized gain on short-term interest-bearing investments, net
    of $485 tax


















1,671











1,671Comprehensive income






























332,245Employee stock options exercised


5,869



106



106,853



















106,959Tax benefit of stock options exercised










7,619



















7,619Issuance of restricted stock, net of cancellations


742



13























13Issuance of restricted stock and stock options related to
    acquisitions, net










4,634



















4,634Equity-based compensation expense related to employees










46,178



















46,178Reclassification of unearned compensation to additional paid-in
    capital










(962
)










962







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










65



















65Balance as of September 30, 2006


206,793



3,763



2,035,309



(602,392
)


2,723







714,762



2,154,165Comprehensive income:Net income


























364,937



364,937Unrealized loss on foreign currency hedging contracts, net of
    $(1,363) tax


















(3,420
)










(3,420
)Unrealized gain on short-term interest-bearing investments, net
    of $30 tax


















659











659Comprehensive income






























362,176Adjustment to accumulated other comprehensive income upon
    adoption of statement 158 net of $(378) tax


















727











727Employee stock options exercised


3,970



79



74,576



















74,655Repurchase of shares


(1,411
)










(49,837
)














(49,837
)Tax benefit of stock options exercised










3,965



















3,965Issuance of restricted stock, net of cancellations


410



8























8Issuance of stock options related to acquisitions, net










768



















768Equity-based compensation expense related to employees










53,587



















53,587Equity-based compensation expense related to non- employee stock
    options










29



















29Balance as of September 30, 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 assets, 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










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


$
2,805,191      F-7




---



##### Table of Contents



AMDOCS
    LIMITED
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (in
    thousands)
  Year ended September 30,2008


2007


2006Cash Flow from Operating Activities:Net income

$
378,906


$
364,937


$
318,636Reconciliation of net income to net cash provided by operating
    activities:Depreciation and amortization


192,937



164,994



117,900In-process research and development expenses


1,780



750



25,725Equity-based compensation expense


57,490



53,587



46,178(Gain) loss on sale of equipment


(970
)


(8
)


789Deferred income taxes


1,111



(21,095
)


22,811Excess tax benefit from equity-based compensation


(211
)


(795
)


(722
)Loss (gain) from short-term interest-bearing investments


5,553



(2,936
)


(4,030
)Net changes in operating assets and liabilities, net of amounts
    acquired:Accounts receivable, net


(118,291
)


(67,333
)


(79,363
)Prepaid expenses and other current assets


4,173



(62
)


(10,536
)Other noncurrent assets


(31,739
)


(26,264
)


(18,313
)Accounts payable, accrued expenses and other current liabilities


(27,501
)


29,642



54,569Deferred revenue


28,408



(96,674
)


(52,050
)Income taxes payable, net


(26,824
)


12,243



(10,796
)Noncurrent liabilities and other


18,799



12,984



18,422Net cash provided by operating activities


483,621



423,970



429,220Cash Flow from Investing Activities:Proceeds from sale of equipment, vehicles and leasehold
    improvements


2,655



3,832



4,274Payments for purchase of equipment, vehicles and leasehold
    improvements


(135,823
)


(166,426
)


(80,717
)Purchase of short-term interest-bearing investments


(685,873
)


(969,198
)


(1,216,259
)Proceeds from sale of short-term interest-bearing investments


708,100



781,239



1,288,261Net cash paid for acquisitions


(58,772
)


(90,724
)


(624,801
)Net cash used in investing activities


(169,713
)


(441,277
)


(629,242
)Cash Flow from Financing Activities:Proceeds from employee stock options exercised


37,577



74,663



106,853Excess tax benefit from equity-based compensation


211



795



722Repurchase of shares


(247,630
)


(49,837
)


Repurchase of 2% convertible notes


(175
)






(97
)Principal payments under financing arrangements


(542
)






(4,677
)Principal payments on capital lease obligations










(3,144
)Net cash (used in) provided by financing activities


(210,559
)


25,621



99,657Net increase (decrease) in cash and cash equivalents


103,349



8,314



(100,365
)Cash and cash equivalents at beginning of year


615,501



607,187



707,552Cash and cash equivalents at end of year

$
718,850


$
615,501


$
607,187    F-8




---



##### Table of Contents



AMDOCS
    LIMITED
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  (Continued)
 (in
    thousands)
  Year ended September 30,2008


2007


2006Supplementary Cash Flow InformationInterest and Income Taxes PaidCash paid for:Income taxes, net of refunds

$
51,273


$
44,642


$
40,861Interest


4,863



4,167



2,630    F-9




---



##### 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
    Reclassifications
    Functional
    Currency
    Cash
    and Cash Equivalents
    Investments
   F-10




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
    Equipment,
    Vehicles and Leasehold Improvements
    Goodwill
    and Other Intangible Assets
          Long-Lived
    Assets
    Comprehensive
    Income (Loss)
   F-11




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
    Convertible
    Notes
    Treasury
    Stock
    Income
    Taxes
        Revenue
    Recognition
   F-12




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  81-1, (SOP 81-1), (SOP 97-2). SOP 81-1.
    SOP 97-2. No. 03-05, SOP 97-2
  97-2.
    EITF No. 99-19, and/or
         F-13




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  SOP 97-2 EITF No. 00-21, (EITF No. 00-21).
  EITF No. 00-21,
      Cost
    of License and Cost of Service
  SOP 81-1
    Research
    and Development
     F-14




---



##### 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
      Fair
    Value of Financial Instruments
    Concentrations
    of Credit Risk
   F-15




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
    Earnings
    per Share
    Derivatives
    and Hedging
    Guarantors
    Accounting and Disclosure Requirements for
    Guarantees
    Recent
    Accounting Pronouncements
  No. 03-6-1, No. 03-6-1). No. 03-6-1, No. 03-6-1
 F-16




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  No. 03-6-1
        instrument-by-instrument
  No. 157-2,
 F-17




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
    Adoption
    of New Accounting Standard
    Use of
    Estimates
    Note 3 
    Acquisitions  SigValue
     F-18




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
      Cramer
     F-19




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
    Qpass
      Pro
    forma financial information
   F-20




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
    Year endedSeptember 30,2006Revenue

$
2,575,703Operating income


321,333Net income


297,746Basic earnings per share


1.47Diluted earnings per share


1.38     Note 4 
    Short-Term Interest-Bearing Investments
    Amortized Cost


Market ValueAs of September 30,


As of September 30,2008


2007


2008


2007U.S. government treasuries

$
119,825


$
40,546


$
121,065


$
40,990U.S. agencies


112,396



108,468



113,250



109,789Corporate bonds


103,578



111,329



101,886



111,273Asset backed obligations


71,651



155,358



69,179



154,646Mortgages (including government and corporate)


66,362



102,128



58,677



101,739Commercial paper/CD


61,578



45,342



61,471



45,342535,390



563,171



525,528



563,779Unrealized gain (loss)


(9,862
)


608







Total

$
525,528


$
563,779


$
525,528


$
563,779    F-21




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
    Market Value2009

$
164,6342010


164,2432011


54,4342012


20,722Thereafter


121,495$
525,528   Note 5 
    Accounts
    Receivable, Net    As of September 30,2008


2007Accounts receivable  billed

$
560,064


$
457,393Accounts receivable  unbilled


48,264



43,870Less  allowances


(34,564
)


(27,416
)Accounts receivable, net

$
573,764


$
473,847   Note 6 
    Equipment,
    Vehicles and Leasehold Improvements, Net    As of September 30,2008


2007Computer equipment

$
671,126


$
574,294Vehicles furnished to employees


372



3,363Leasehold improvements


144,319



127,707Furniture and fixtures


51,048



48,814866,865



754,178Less accumulated depreciation


(549,784
)


(470,339
)$
317,081


$
283,839    F-22




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  Note 7 
    Goodwill
    and Intangible Assets, Net    As of October 1, 2006


1,461,606Goodwill resulted from SigValue acquisition


28,707Increase in goodwill as a result of additional purchase price in
    connection with 2005 acquisition


8,139Decrease in Cramer goodwill as a result of a purchase price
    allocation adjustments


(5,783
)Decrease in Qpass goodwill as a result of a purchase price
    allocation adjustments


(3,718
)Other


181As of September 30, 2007


1,489,132Increase in Cramer goodwill as a result of valuation allowance
    of pre-existing losses adjustment


19,653Other(1)


17,586As of September 30, 2008

$
1,526,371   (1)
    
    Represents goodwill related primarily to immaterial acquisitions.    Year ended September 30,2008


2007


2006Cost of license

$



$
2,402


$
2,620Cost of service


849







Amortization of purchased intangible assets


86,687



74,959



37,610Total

$
87,536


$
77,361


$
40,230    F-23




---



##### Table of Contents



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





Accumulated(in years)


Gross


Amortization


NetSeptember 30, 2008Core technology


3-7


$
290,648


$
(175,989
)

$
114,659Customer arrangements


6-15



267,938



(123,734
)


144,204Intellectual property rights and purchased computer software


3-10



51,996



(51,996
)


Other


2



15,407



(3,719
)


11,688Total





$
625,989


$
(355,438
)

$
270,551September 30, 2007Core technology


3-5


$
263,790


$
(126,095
)

$
137,695Customer arrangements


6-15



252,930



(88,440
)


164,490Intellectual property rights and purchased computer software


3-10



51,996



(51,996
)


Trademarks


2



2,642



(1,371
)


1,271Total





$
571,358


$
(267,902
)

$
303,456     AmountFiscal year:2009

$
78,9022010


67,4462011


45,9032012


21,8272013


14,829Thereafter


41,644Total

$
270,551  F-24




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  Note 8 
    Other
    Noncurrent Assets    As of September 30,2008


2007Funded employee benefit costs(1)

$
115,874


$
87,938Managed services deferred costs(2)


81,402



70,438Long term accounts receivable-unbilled


47,055



20,322Prepaid maintenance and other


7,231



10,733Rent and other deposits


8,146



8,372Other


12,592



8,863$
272,300


$
206,666   (1)
    
    Please see Note 15 to the consolidated financial statements.(2)
    
    Please see Note 2 to the consolidated financial statements.  Note 9 
    Income
    Taxes    Year ended September 30,2008


2007


2006Current

$
36,341


$
66,780


$
42,290Deferred


2,304



(23,718
)


12,947$
38,645


$
43,062


$
55,237    F-25




---



##### 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 30,2008


2007Deferred tax assets:Deferred revenue

$
13,905


$
22,766Accrued employee costs


56,780



52,544Equipment, vehicles and leasehold improvements, net


2,544



12,371Intangible assets, computer software and intellectual property


26,692



19,886Net operating loss carryforwards


160,140



122,969Other


68,291



80,101Total deferred tax assets


328,352



310,637Valuation allowances


(76,481
)


(33,251
)Total deferred tax assets, net


251,871



277,386Deferred tax liabilities:Anticipated withholdings on subsidiaries earnings


(47,029
)


(50,618
)Equipment, vehicles and leasehold improvements, net


(4,573
)


(3,817
)Intangible assets, computer software and intellectual property


(103,944
)


(102,603
)Managed services costs


(16,097
)


(16,086
)Other


(22,034
)


(12,752
)Total deferred tax liabilities


(193,677
)


(185,876
)Net deferred tax assets

$
58,194


$
91,510     Year ended September 30,2008


2007


2006Statutory Guernsey tax rate


0
%


20
%


20
%Guernsey tax-exempt status






(20
)


(20
)Foreign taxes


9



11



15Effective income tax rate


9
%


11
%


15
%      F-26




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
          Balance at October 1, 2007

$
108,929Additions based on tax positions related to the current year


19,280Net additions for tax positions of prior years


1,142Settlements with tax authorities(1)


(43,080
)Lapse of statute of limitations


(499
)Balance at September 30, 2008

$
85,772   (1)
    
    As a result of settlements of certain tax matters during fiscal,
    2008, the amount of gross unrecognized tax benefits was reduced
    by $43,080 (including interest), of which $13,185 was recorded
    as tax payable. The statute of limitations applicable to some of
    the items released as a result of these settlements would have
    been lapsed during 2008.     F-27




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
      Note 10 
    Financing
    Arrangements    pre-defined
    Note 11 
    Convertible
    Notes   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 12 
    Noncurrent
    Liabilities and Other    As of September 30,2008


2007Accrued employees costs(1)

$
172,340


$
137,167Noncurrent customer advances


19,349



13,018Accrued pension liability(2)


19,194



22,281Accrued print and mail obligation


6,980



10,468Accrued lease obligations


5,730



8,729Other


3,707



4,983$
227,300


$
196,646   (1)
    
    Primarily severance pay liability in accordance with Israeli
    law. Please see Note 15 to the consolidated financial
    statements.(2)
    
    Relates to funded status of non-contributory defined benefit
    plans. Please see Note 15 to the consolidated financial
    statements. 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 13 
    Interest
    income and other, net    Year ended September 30,2008


2007


2006Interest income


$42,839


$
49,138


$
50,962Interest expense


(6,772
)


(6,540
)


(5,433
)Foreign exchange (loss) gain


(18,856
)


9,232



(1,155
)Other, net


(5,256
)


(1,264
)


(2,633
)$11,955


$
50,566


$
41,741   Note 14 
    Contingencies  Commitments
    For the years ended September 30,2009

$
54,6522010


49,3932011


40,4462012


18,7952013


15,218Thereafter


16,755$
195,259         For the years ended September 30,2009

$
16,8912010


12,3752011


4,103$
33,369   Legal
    Proceedings
   F-30




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  Guarantors
    Accounting and Disclosure Requirements for
    Guarantees
      Note 15 
    Employee
    Benefits              Note 16 
    Capital
    Transactions   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 17 
    Stock
    Option and Incentive Plan    
  Number ofShare


Weighted AverageOptions


Exercise PriceOutstanding as of October 1, 2005


25,807.4


$
26.91Granted(1)


4,812.1



29.41Exercised


(5,869.5
)


18.24Forfeited


(1,956.0
)


34.42Outstanding as of September 30, 2006


22,794.0



29.02Granted


2,830.2



35.92Exercised


(3,970.1
)


18.80Forfeited


(1,197.6
)


34.77Outstanding as of September 30, 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


$
32.89Exercisable on September 30, 2008


12,995.6


$
33.00   (1)
    
    Includes options to purchase 297.6 ordinary shares assumed in
    connection with the Companys acquisition of Qpass at
    weighted average exercise price of $8.01, and options to
    purchase 161.0 ordinary shares assumed in connection with the
    Companys acquisition of Cramer at weighted average
    exercise price of $6.50. F-32




---



##### Table of Contents



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


Grant Date FairShares


ValueOutstanding as of October 1, 2005


133.8


$
26.43Granted(1)


747.4



33.22Vested


(94.9
)


26.43Forfeited


(6.0
)


32.12Outstanding as of September 30, 2006


780.3



32.89Granted


468.1



37.04Vested


(235.8
)


33.76Forfeited


(57.5
)


36.43Outstanding as of September 30, 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


$
33.78   (1)
    
    Includes 156.8 restricted shares assumed in connection with the
    Companys acquisition of Cramer at weighted average grant
    date fair value of $40.70 per share.       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





WeightedExercise

Number


Life


Average


Number


AveragePrice

Outstanding


(in Years)


Exercise Price


Exercisable


Exercise Price$0.38  4.76


87.7



6.23


$
2.41



77.2


$
2.586.40  18.60


803.7



4.25



13.32



785.4



13.3819.78  22.75


2,018.7



5.70



21.98



1,608.7



21.9923.43  26.65


2,189.6



3.71



24.94



1,855.8



24.6927.30  29.91


2,381.5



7.17



28.21



1,401.4



27.9430.12  32.15


3,482.5



4.85



31.23



2,716.5



31.1832.31  33.16


3,628.1



9.17



33.06



20.4



33.0533.50  34.96


2,434.0



6.48



34.44



1,206.4



34.1335.45  39.82


2,643.9



8.43



37.34



605.8



38.4843.10  65.01


2,424.7



2.21



52.58



2,424.7



52.5866.25  78.31


293.3



1.86



69.78



293.3



69.78     Year ended September 30,2008


2007


2006Cost of service

$
23,547


$
25,418


$
18,042Research and development


4,714



6,574



4,711Selling, general and administrative


29,229



21,595



23,425Total

$
57,490


$
53,587


$
46,178     Year ended September 30,2008


2007


2006Risk-free interest rate(1)


3.23
%


4.57
%


4.56
%Expected life of stock options(2)


4.32



4.43



4.37Expected volatility(3)


33.3
%


31.6
%


34.9
%Expected dividend yield(4)


None



None



NoneFair value per option(5)

$
10.45


$
12.65


$
13.36     (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 for fiscal years 2008, 2007 and 2006 is
    based on blended volatility.(4)
    Expected dividend yield is based on the Companys history
    and future expectation of dividend payouts. F-34




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
   (5)
    Fiscal 2006 includes fair value of options assumed in connection
    with the Companys acquisitions of Qpass and Cramer. Please
    see Note 3 to the consolidated financial statements. Fiscal
    2006 fair value is $11.34, excluding Qpass and Cramer assumed
    options.  Note 18 
    Earnings
    Per Share    Year ended September 30,2008


2007


2006Numerator:Numerator for basic earnings per share

$
378,906


$
364,937


$
318,636Effect of assumed conversion of 0.50% convertible notes


3,940



3,940



3,948Numerator for diluted earnings per share

$
382,846


$
368,877


$
322,584Denominator:Denominator for basic earnings per share  weighted
    average number of shares outstanding


206,590



207,846



203,194Restricted stock


380



373



141Effect of assumed conversion of 0.50% convertible notes


10,436



10,436



10,436Effect of dilutive stock options granted


2,200



4,601



4,763Denominator for dilutive earnings per share  adjusted
    weighted average shares and assumed conversions


219,606



223,256



218,534Basic earnings per share

$
1.83


$
1.76


$
1.57Diluted earnings per share

$
1.74


$
1.65


$
1.48       Note 19 
    Segment
    Information and Sales to Significant Customers   F-35




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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)
  Geographic
    Information
    Year ended September 30,2008


2007


2006RevenueUnited States

$
1,762,210


$
1,482,668


$
1,319,261Canada


405,569



400,530



406,941Europe


548,027



609,170



539,784Rest of the world


446,290



343,805



214,064Total

$
3,162,096


$
2,836,173


$
2,480,050   As of September 30,2008


2007


2006Long-lived Assets(1)United States

$
153,739


$
137,160


$
98,607Israel


56,130



52,717



47,315India


39,208



33,159



22,190Europe


33,165



23,665



13,098Rest of the world


34,839



37,138



39,080Total

$
317,081


$
283,839


$
220,290   (1)
    
    Includes equipment, vehicles and leasehold improvements.  Revenue
    and Customer Information
    Year ended September 30,2008


2007


2006Customer experience systems

$
2,894,335


$
2,551,718


$
2,201,245Directory


267,761



284,455



278,805Total

$
3,162,096


$
2,836,173


$
2,480,050  F-36




---



##### Table of Contents



AMDOCS
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollar
    and share amounts in thousands, except per share data)
  Sales
    to Significant Customers
    Year ended September 30,2008


2007


2006Customer 1


28
%


22
%


23
%Customer 2


12



15



13Customer 3


10



11



14   Note 20 
    Operational
    Efficiency and Cost Reduction Programs          EmployeeSeparationCosts


Facilities


TotalBalance as of October 1, 2007

$
201


$
1,100


$
1,301Cash payments


(153
)


(401
)


(554
)Non-cash






(447
)


(447
)Balance as of September 30, 2008

$
48


$
252


$
300      F-37




---



##### Table of Contents



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


Other


TotalBalance as of October 1, 2007


$4,247


$
112



$4,359Cash payments


(630
)






(630
)Non-cash adjustments


(3,576
)


(112
)


(3,688
)Balance as of September 30, 2008


$    41


$




$    41   Note 21 
    Financial
    Instruments  non-U.S. dollar-based non-U.S. dollar-based
       F-38




---



##### 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 30,2008


2007Prepaid expenses and other current assets


$15,259



$6,492Other noncurrent assets


28



10Accrued expenses and other current liabilities


(23,517
)


(6,494
)Noncurrent liabilities and other






(1,388
)Net fair value


$(8,230
)


$(1,380
)         Note 22 
    Selected
    Quarterly Results of Operations (Unaudited)    September 30,


June 30,


March 31,


December 31,2008Revenue

$
825,277


$
820,288


$
774,281


$
742,250Operating income


101,463



105,951



102,880



95,302Net income


82,711



100,672



99,859



95,664Basic earnings per share


0.40



0.49



0.48



0.46Diluted earnings per share


0.38



0.46



0.46



0.442007Revenue

$
726,689


$
712,091


$
706,361


$
691,032Operating income


94,140



91,989



83,798



87,506Net income


96,243



88,181



87,171



93,342Basic earnings per share


0.46



0.42



0.42



0.45Diluted earnings per share


0.43



0.40



0.40



0.42  F-39




---



##### Table of Contents



VALUATION
    AND QUALIFYING ACCOUNTS
    (in thousands)  Valuation Allowanceson NetAccounts Receivable


Deferred TaxAllowances


AssetsBalance as of September 30, 2005

$
6,908


$
14,302Charged to costs and expenses


1,592



3,640
(1)Charged to revenue


1,448



Charged to other accounts


4,406
(2)


11,393
(3)Deductions


(2,279
)


Balance as of September 30, 2006


12,075



29,335Charged to costs and expenses


1,316



9,933
(4)Charged to revenue


23,102



Charged to other accounts


27



5,667
(3)Deductions


(9,104
)


(11,684
)(5)Balance as of September 30, 2007


27,416



33,251Charged to costs and expenses


97



24,479
(6)Charged to revenue


1,962



Charged to other accounts


7,607



26,208
(3)Deductions


(2,518
)


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

$
34,564


$
76,481     (1)
    Valuation allowances on deferred tax assets incurred during
    fiscal 2006.(2)
    Includes accounts receivable allowance of $4,406 acquired
    primarily as part of a 2006 acquisition.(3)
    Includes valuation allowances on deferred tax assets incurred
    primarily in connection with 2006 acquisitions.(4)
    Valuation allowances on deferred tax assets incurred during
    fiscal 2007.(5)
    Deductions in the valuation allowances on net deferred tax
    assets were released to income taxes on the consolidated
    statements of income.(6)
    Valuation allowances on deferred tax assets incurred during
    fiscal 2008. F-40