UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
Amendment No. 1 to
FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ ] 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)
ISLAND OF GUERNSEY
-------------------------------------
(Jurisdiction of incorporation or organization)
SUITE 5, TOWER HILL HOUSE LE BORDAGE
ST. PETER PORT, ISLAND OF GUERNSEY, GY1 3QT CHANNEL ISLANDS
AMDOCS, INC.
1390 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MISSOURI 63017
-------------------------------------
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the
Act:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
- ------------------- ------------------------------------
Ordinary Shares, par value L0.01 New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the
Act:
NONE
-------------------------------------
Securities for which there is a reporting obligation pursuant to Section
15(d) of the Act:
NONE
-------------------------------------
Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the period covered by the Annual
Report.
Ordinary Shares, par value L0.01 206,792,730(1)
(Title of class) (Number of shares)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
Yes [X] No [ ]
If this report is an annual or transition report, indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.:
Large accelerated filer [X] Accelerated filer [ ] Non-accelerated
filer [ ]
Indicate by check mark which financial statement item the registrant has
elected to follow.
Item 17 [ ] Item 18 [X]
If this is an annual report, indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
- --------
(1) Net of 27,138,823 shares held in treasury. Does not include (a) 22,793,944
ordinary shares reserved for issuance upon exercise of stock options granted
under our stock option plan or by companies we have acquired, and (b)
10,437,895 ordinary shares reserved for issuance upon conversion of
outstanding convertible debt securities.
EXPLANATORY NOTE
This Amendment No. 1 to Annual Report on Form 20-F of Amdocs Limited for
the fiscal year ended September 30, 2006 is filed solely for the purpose of
revising page F-3 of Part III, Item 18 Financial Statements, to include a
revised Report of Independent Registered Public Accounting Firm. The report that
was filed as a part of our Annual Report on Form 20-F filed on December 13, 2006
(the "Original Filing") inadvertently omitted an explanatory paragraph to refer
to the Company's change in method of accounting for equity-based compensation as
set forth in Note 2 to the financial statements contained the Original Filing.
This report has been revised to include such an explanatory paragraph to refer
to the Company's change in method of accounting for equity-based compensation.
The attached revised Report of Independent Registered Public Accounting Firm and
accompanying financial statements and notes are substituted for the form of
report and financial statements contained in the Original Filing. Except as
described above and except for certain updates to Part III, Item 19 Exhibits, no
other changes have been made to the Annual Report on Form 20-F and accordingly,
all Items other than Part III, Items 18 and 19 have been omitted.
PART III
ITEM 18. FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AND SCHEDULE
The following Financial Statements and Financial Statement Schedule of
Amdocs Limited, with respect to financial results for the fiscal years ended
September 30, 2006, 2005 and 2004, are included at the end of this Annual
Report:
AUDITED FINANCIAL STATEMENTS OF AMDOCS LIMITED
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of September 30, 2006 and 2005
Consolidated Statements of Income for the years ended September 30, 2006,
2005 and 2004
Consolidated Statements of Changes in Shareholders' Equity for the years
ended September 30, 2006, 2005 and 2004
Consolidated Statements of Cash Flows for the years ended September 30,
2006, 2005 and 2004
Notes to Consolidated Financial Statements
FINANCIAL STATEMENT SCHEDULES OF AMDOCS LIMITED
Valuation and Qualifying Accounts
All other schedules have been omitted since they are either not required or
not applicable, or the information has otherwise been included.
ITEM 19. EXHIBITS
The exhibits listed on the Exhibit Index hereof are filed
herewith in response to this Item.
SIGNATURES
The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and
authorized the undersigned to sign this Amendment No. 1 to Annual
Report on Form 20-F on its behalf.
Amdocs Limited
/s/ Thomas G. O'Brien
-----------------------------
Thomas G. O'Brien
Treasurer and Secretary
Authorized U.S.
Representative
Date: February 14, 2007
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
1. 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 Information Technology Services Agreement between Amdocs, Inc. and SBC
Services, Inc. dated January 9, 2003 (confidential material has been
redacted and complete exhibits have been separately filed with the
Securities and Exchange Commission) (incorporated by reference to
Exhibit 4.b.1 to Amdocs' Annual Report on Form 20-F for the fiscal
year ended September 30, 2003)
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)
EXHIBIT
NO. DESCRIPTION
------- -----------
4.b.5 Amended and Restated Customer Care and Billing Services Agreement,
dated as of July 1, 2006, between Sprint/United Management Company and
Amdocs Software Systems Limited (confidential material has been
redacted and complete exhibits have been separately filed with the
Securities and Exchange Commission) (incorporated by reference to
Exhibit 99.1 to Amdocs' Form 6-K dated December 13, 2006)
4.b.6 Agreement Amending the Further Amended and Restated Master Outsourcing
Agreement and Master License and Services Agreement, dated as of
October 5, 2006, between Bell Canada and Amdocs Canadian Managed
Services Inc. (confidential material has been redacted and complete
exhibits have been separately filed with the Securities and Exchange
Commission) (incorporated by reference to Exhibit 99.2 to Amdocs' Form
6-K dated December 13, 2006)
4.c.1* Amdocs Limited 1998 Stock Option and Incentive Plan, as amended
8* Subsidiaries of Amdocs Limited
12.1 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 18U.S.C. 1350
13.2 Certification of Chief Financial Officer pursuant to 18U.S.C. 1350
14.1 Consent of Ernst & Young LLP
- --------
* Previously filed as exhibits to the Company's Annual Report on Form 20-F
for the fiscal year ended September 30, 2006.
AMDOCS LIMITED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Management's Report on Internal Control Over Financial Reporting..... F-2
Reports of Independent Registered Public Accounting Firm............. F-3
Consolidated Balance Sheets as of September 30, 2006 and 2005........ F-5
Consolidated Statements of Income for the years ended September 30,
2006, 2005 and 2004............................................... F-6
Consolidated Statements of Changes in Shareholders' Equity for the
years ended September 30, 2006, 2005 and 2004..................... F-7
Consolidated Statements of Cash Flows for the years ended September
30, 2006, 2005 and 2004........................................... F-8
Notes to the Consolidated Financial Statements....................... F-10
FINANCIAL STATEMENT SCHEDULE
Valuation and Qualifying Accounts.................................... F-44
F-1
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting for the Company.
Internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:
- 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.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
The Company's management assessed the effectiveness of the Company's
internal control over financial reporting as of September 30, 2006. In making
this assessment, the Company's management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework.
Based on its assessment, management concluded that, as of September 30,
2006, the Company's internal control over financial reporting is effective based
on those criteria.
The financial statements and internal control over financial reporting have
been audited by Ernst & Young LLP, an independent registered public accounting
firm. Ernst & Young's report with respect to the management's assessment of the
Company's internal control over financial reporting is included herein.
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Amdocs Limited
We have audited the accompanying consolidated balance sheets of Amdocs
Limited as of September 30, 2006 and 2005, and the related consolidated
statements of income, changes in shareholders' equity, and cash flows for each
of the three years in the period ended September 30, 2006. Our audits also
included the financial statement schedule listed in the Index at Item 18 of Part
III. These financial statements and the schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and the schedule based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion. Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Amdocs Limited
at September 30, 2006 and 2005, and the consolidated results of its operations
and its cash flows for each of the three years in the period ended September 30,
2006, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 2 to the consolidated financial statements, effective
October 1, 2005, the Company changed its method of accounting for equity-based
compensation to adopt Statement of Financial Accounting Standards No. 123(R),
Share-Based Payment.
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the effectiveness of Amdocs
Limited's internal control over financial reporting as of September 30, 2006,
based on criteria established in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated November 30, 2006 expressed an unqualified opinion thereon.
/s/ ERNST & YOUNG LLP
New York, New York
November 30, 2006
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON MANAGEMENT'S
ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Board of Directors and Shareholders
Amdocs Limited
We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that Amdocs
Limited maintained effective internal control over financial reporting as of
September 30, 2006, based on criteria established in Internal
Control -- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria). Amdocs Limited's
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the company's
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
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 (3) 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.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, management's assessment that Amdocs Limited maintained
effective internal control over financial reporting as of September 30, 2006, is
fairly stated, in all material respects, based on the COSO criteria. Also, in
our opinion, Amdocs Limited maintained, in all material respects, effective
internal control over financial reporting as of September 30, 2006, based on the
COSO criteria.
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated balance
sheets of Amdocs Limited as of September 30, 2006 and 2005, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the three years in the period ended September 30, 2006 and our
report dated November 30, 2006 expressed an unqualified opinion thereon.
/s/ ERNST & YOUNG LLP
New York, New York
November 30, 2006
F-4
AMDOCS LIMITED
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
AS OF SEPTEMBER 30,
-------------------------
2006 2005
---------- ----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................. $ 607,187 $ 707,552
Short-term interest-bearing investments............... 372,194 438,011
Accounts receivable, net.............................. 425,805 304,237
Deferred income taxes and taxes receivable............ 136,044 101,162
Prepaid expenses and other current assets............. 97,476 76,780
---------- ----------
TOTAL CURRENT ASSETS.......................... 1,638,706 1,627,742
Equipment, vehicles and leasehold improvements, net..... 220,290 181,812
Deferred income taxes................................... 133,690 120,217
Goodwill................................................ 1,461,606 969,639
Intangible assets, net.................................. 347,716 159,619
Other noncurrent assets................................. 160,820 143,439
---------- ----------
TOTAL ASSETS.................................. $3,962,828 $3,202,468
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable...................................... $ 148,398 $ 114,392
Accrued expenses and other current liabilities........ 270,268 199,458
Accrued personnel costs............................... 178,441 148,426
Short-term portion of financing arrangements and
capital lease obligations.......................... 1,963 8,480
Deferred revenue...................................... 253,376 216,770
Deferred income taxes and taxes payable............... 179,241 171,377
---------- ----------
TOTAL CURRENT LIABILITIES..................... 1,031,687 858,903
Convertible notes....................................... 450,000 450,272
Deferred income taxes................................... 129,339 50,571
Noncurrent liabilities and other........................ 197,637 186,270
---------- ----------
TOTAL LIABILITIES............................. 1,808,663 1,546,016
---------- ----------
SHAREHOLDERS' EQUITY:
Preferred Shares -- Authorized 25,000 shares; L0.01
par value; 0 shares issued and outstanding......... -- --
Ordinary Shares -- Authorized 550,000 shares; L0.01
par value; 233,932 and 227,321 issued and 206,793
and 200,182 outstanding, in 2006 and 2005,
respectively....................................... 3,763 3,644
Additional paid-in capital............................ 2,035,309 1,870,922
Treasury stock, at cost -- 27,139 Ordinary Shares in
2006 and 2005...................................... (602,392) (602,392)
Accumulated other comprehensive income (loss)......... 2,723 (10,886)
Unearned compensation................................. -- (962)
Retained earnings..................................... 714,762 396,126
---------- ----------
TOTAL SHAREHOLDERS' EQUITY.................... 2,154,165 1,656,452
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.... $3,962,828 $3,202,468
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
AMDOCS LIMITED
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED SEPTEMBER 30,
------------------------------------
2006(1) 2005 2004
---------- ---------- ----------
REVENUE:
License......................................... $ 116,285 $ 100,044 $ 76,586
Service......................................... 2,363,765 1,938,577 1,697,146
---------- ---------- ----------
2,480,050 2,038,621 1,773,732
---------- ---------- ----------
OPERATING EXPENSES:
Cost of license.............................. 4,003 4,083 5,022
Cost of service.............................. 1,579,823 1,291,572 1,117,810
Research and development..................... 186,760 144,457 126,407
Selling, general and administrative.......... 313,997 232,066 210,384
Amortization of purchased intangible assets.. 37,610 15,356 17,909
Restructuring charges, in-process research
and development and other acquisition-
related costs.............................. 25,725 12,595 --
---------- ---------- ----------
2,147,918 1,700,129 1,477,532
---------- ---------- ----------
Operating income.................................. 332,132 338,492 296,200
Interest income and other, net.................... 41,741 22,303 4,903
---------- ---------- ----------
Income before income taxes........................ 373,873 360,795 301,103
Income taxes...................................... 55,237 72,159 66,243
---------- ---------- ----------
NET INCOME........................................ $ 318,636 $ 288,636 $ 234,860
========== ========== ==========
BASIC EARNINGS PER SHARE.......................... $ 1.57 $ 1.44 $ 1.13
========== ========== ==========
DILUTED EARNINGS PER SHARE........................ $ 1.48 $ 1.35 $ 1.08
========== ========== ==========
BASIC WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING..................................... 203,194 201,023 208,726
========== ========== ==========
DILUTED WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING..................................... 218,534 217,162 220,285
========== ========== ==========
- --------
(1) The twelve months ended September 30, 2006 include equity-based
compensation pre-tax expense of $46,178, which was classified as follows:
$18,042 to cost of service, $4,711 to research and development and
$23,425 to selling, general and administrative.
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
AMDOCS LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS)
ACCUMULATED
OTHER RETAINED
ORDINARY SHARES ADDITIONAL COMPREHENSIVE EARNINGS TOTAL
--------------- PAID-IN TREASURY INCOME UNEARNED (ACCUMULATED SHAREHOLDERS'
SHARES AMOUNT CAPITAL STOCK (LOSS) COMPENSATION DEFICIT) EQUITY
------- ------ ---------- --------- ------------- ------------ ------------ -------------
BALANCE AS OF OCTOBER 1,
2003...................... 216,058 $3,580 $1,820,956 $(109,281) $ 3,715 $ -- $(127,370) $1,591,600
Comprehensive income:
Net income................ -- -- -- -- -- -- 234,860 234,860
Unrealized loss on foreign
currency hedging
contracts, net of
$(1,575) tax........... -- -- -- -- (4,915) -- -- (4,915)
Unrealized loss on short-
term interest-bearing
investments, net of
$(204) tax............. -- -- -- -- (719) -- -- (719)
----------
Comprehensive income...... 229,226
----------
Employee stock options
exercised................. 1,157 21 12,056 -- -- -- -- 12,077
Tax benefit of stock options
exercised................. -- -- 3,094 -- -- -- -- 3,094
Repurchase of shares........ (16,442) -- -- (407,527) -- -- -- (407,527)
Issuance of Ordinary Shares
related to acquisition,
net....................... 561 -- 747 14,392 -- -- -- 15,139
Stock options granted, net
of forfeitures............ -- -- 749 -- -- (749) -- --
Amortization of unearned
compensation.............. -- -- -- -- -- 575 -- 575
Expense related to vesting
of stock options.......... -- -- 6 -- -- -- -- 6
------- ------ ---------- --------- -------- ------- --------- ----------
BALANCE AS OF SEPTEMBER 30,
2004...................... 201,334 3,601 1,837,608 (502,416) (1,919) (174) 107,490 1,444,190
Comprehensive income:
Net income................ -- -- -- -- -- -- 288,636 288,636
Unrealized loss on foreign
currency hedging
contracts, net of
$(1,927) tax........... -- -- -- -- (7,865) -- -- (7,865)
Unrealized loss on short-
term interest-bearing
investments, net of
$(253) tax............. -- -- -- -- (1,102) -- -- (1,102)
----------
Comprehensive income...... 279,669
----------
Employee stock options
exercised................. 2,229 41 23,983 -- -- -- -- 24,024
Tax benefit of stock options
exercised................. -- -- 3,147 -- -- -- -- 3,147
Repurchase of shares........ (3,525) -- -- (99,976) -- -- -- (99,976)
Issuance of restricted stock
and stock options related
to acquisitions, net...... 144 2 6,034 -- -- (1,428) -- 4,608
Amortization of unearned
compensation.............. -- -- -- -- -- 640 -- 640
Expense related to vesting
of stock options.......... -- -- 150 -- -- -- -- 150
------- ------ ---------- --------- -------- ------- --------- ----------
BALANCE AS OF SEPTEMBER 30,
2005...................... 200,182 3,644 1,870,922 (602,392) (10,886) (962) 396,126 1,656,452
Comprehensive income:
Net income................ -- -- -- -- -- -- 318,636 318,636
Unrealized gain on foreign
currency hedging
contracts, net of
$1,847 tax............. -- -- -- -- 11,938 -- -- 11,938
Unrealized gain on short-
term interest-bearing
investments, net of
$485 tax............... -- -- -- -- 1,671 -- -- 1,671
----------
Comprehensive income...... 332,245
----------
Employee stock options
exercised................. 5,869 106 106,853 -- -- -- -- 106,959
Tax benefit of stock options
exercised................. -- -- 7,619 -- -- -- -- 7,619
Issuance of restricted
stock, net of
cancellations............. 742 13 -- -- -- -- -- 13
Issuance of restricted stock
and stock options related
to acquisitions, net...... -- -- 4,634 -- -- -- -- 4,634
Equity-based compensation
expense related to
employees................. -- -- 46,178 -- -- -- -- 46,178
Reclassification of unearned
compensation to additional
paid-in capital........... -- -- (962) -- -- 962 -- --
Equity-based compensation
expense related to non
employee stock options.... -- -- 65 -- -- -- -- 65
------- ------ ---------- --------- -------- ------- --------- ----------
BALANCE AS OF SEPTEMBER 30,
2006...................... 206,793 $3,763 $2,035,309 $(602,392) $ 2,723 $ -- $ 714,762 $2,154,165
======= ====== ========== ========= ======== ======= ========= ==========
As of September 30, 2006, 2005 and 2004, accumulated other comprehensive
income (loss) is comprised of unrealized (loss) gain on derivatives, net of tax,
of $2,841, $(9,097) and $(1,232) and unrealized loss on cash equivalents and
short-term interest-bearing investments, net of tax, of $(118), $(1,789) and
$(687).
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
AMDOCS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED SEPTEMBER 30,
-------------------------------------
2006 2005 2004
----------- --------- -----------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income....................................... $ 318,636 $ 288,636 $ 234,860
Reconciliation of net income to net cash provided
by operating activities:
Depreciation and amortization............... 117,900 93,828 100,877
In-process research and development
expenses.................................. 25,725 2,760 --
Equity-based compensation expense........... 46,178 -- --
Loss (gain) on sale of equipment............ 789 (786) (1,436)
Deferred income taxes....................... 22,811 8,062 (11,272)
Excess tax benefit from equity-based
compensation.............................. (722) -- --
Tax benefit of stock options exercised...... -- 3,147 3,094
Realized (gain) loss from short-term
interest-bearing investments and other.... (4,030) (657) 1,850
Net changes in operating assets and liabilities,
net of amounts acquired:
Accounts receivable............................ (79,363) (15,106) (53,723)
Prepaid expenses and other current assets...... (10,536) 3,667 1,856
Other noncurrent assets........................ (18,313) (17,593) (44,401)
Accounts payable and accrued expenses.......... 54,569 26,542 31,697
Deferred revenue............................... (52,050) (5,702) 46,713
Income taxes payable........................... (10,796) (6,643) 33,773
Noncurrent liabilities and other............... 18,422 1,596 516
----------- --------- -----------
Net cash provided by operating activities........ 429,220 381,751 344,404
----------- --------- -----------
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment, vehicles and
leasehold improvements......................... 4,274 5,829 4,431
Payments for purchase of equipment, vehicles and
leasehold improvements......................... (80,717) (71,374) (54,148)
Purchase of short-term interest-bearing
investments.................................... (1,216,259) (747,073) (1,325,383)
Proceeds from sale of short-term interest-bearing
investments.................................... 1,288,261 948,711 1,125,538
Net cash paid for acquisitions................... (624,801) (262,253) (10,651)
----------- --------- -----------
Net cash used in investing activities............ (629,242) (126,160) (260,213)
----------- --------- -----------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from employee stock options exercised... 106,853 24,024 12,077
Excess tax benefit from equity-based
compensation................................... 722 -- --
Repurchase of shares............................. -- (99,976) (407,527)
Repurchase of 2% convertible notes............... (97) -- (400,169)
Net proceeds from issue of long-term 0.50%
convertible notes.............................. -- -- 441,610
Borrowings under financing arrangements.......... -- -- 987
Principal payments under financing arrangements.. (4,677) (667) (2,213)
Principal payments on capital lease obligations.. (3,144) (21,772) (26,204)
----------- --------- -----------
Net cash provided by (used in) financing
activities..................................... 99,657 (98,391) (381,439)
----------- --------- -----------
Net (decrease) increase in cash and cash
equivalents.................................... (100,365) 157,200 (297,248)
Cash and cash equivalents at beginning of year... 707,552 550,352 847,600
----------- --------- -----------
Cash and cash equivalents at end of year......... $ 607,187 $ 707,552 $ 550,352
=========== ========= ===========
The accompanying notes are an integral part of these consolidated financial
statements.
F-8
AMDOCS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
(IN THOUSANDS)
YEAR ENDED SEPTEMBER 30,
---------------------------
2006 2005 2004
------- ------- -------
SUPPLEMENTARY CASH FLOW INFORMATION
Interest and Income Taxes Paid Cash paid for:
Income taxes, net of refunds......................... $40,861 $62,668 $35,677
Interest............................................. 2,630 5,233 11,940
The accompanying notes are an integral part of these consolidated financial
statements.
F-9
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2006
NOTE 1 -- NATURE OF ENTITY
Amdocs Limited (the "Company") is a leading provider of software products
and services to the communications industry. The Company and its subsidiaries
operate in one segment, providing integrated offering products and services that
enable its customers to move toward an integrated approach to customer
management. The Company designs, develops, markets, supports, operates and
provides information system solutions, including Managed Services, primarily to
leading communications companies throughout the world.
The Company is a Guernsey corporation, which directly or indirectly holds
several wholly owned subsidiaries around the world. The majority of the
Company's customers are in North America, Europe, Latin America and the Asia-
Pacific region. The Company's main production and operating facilities are
located in Israel, the United States, United Kingdom, Cyprus, Australia, Canada,
China, Ireland and India.
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements are prepared in accordance with U.S.
generally accepted accounting principles.
CONSOLIDATION
The financial statements include the accounts of the Company and its wholly
owned subsidiaries. All intercompany transactions and balances have been
eliminated in consolidation.
FUNCTIONAL CURRENCY
The Company manages its foreign subsidiaries as integral direct components
of its operations. According to the salient economic factors indicated in
Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency
Translation," the Company's cash flow, sales price, sales market, expense,
financing and intercompany transactions and arrangement indicators are
predominantly denominated in the U.S. dollar. The operations of the Company's
foreign subsidiaries provide the same type of services with the same type of
expenditures throughout the Amdocs group. Accordingly, the Company has
determined that its functional currency is the U.S. dollar. The Company
periodically assesses the applicability of the U.S. dollar as the Company's
functional currency by reviewing the salient indicators.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and interest-bearing investments
with insignificant interest rate risk and original maturities of 90 days or
less.
INVESTMENTS
The Company classifies all of its short-term interest-bearing investments
as available-for-sale securities. Such short-term interest-bearing investments
consist primarily of commercial paper, U.S. treasury notes, U.S. federal agency
securities, corporate bonds, corporate backed obligations and mortgages, which
are stated at market value. Unrealized gains and losses are comprised of the
difference between market value and amortized costs of such securities and are
reflected, net of tax, as "accumulated other comprehensive income (loss)" in
shareholders' equity. Realized gains and losses on short-term interest-bearing
investments are included in earnings and are derived using the specific
identification method for determining the cost of securities.
F-10
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
EQUIPMENT, VEHICLES AND LEASEHOLD IMPROVEMENTS
Equipment, vehicles and leasehold improvements are stated at cost. Assets
under capital leases are recorded at the present value of the future minimum
lease payments at the date of acquisition. Depreciation is computed using the
straight-line method over the estimated useful life of the asset, which
primarily ranges from 3 to 10 years and includes the amortization of assets
under capitalized leases. Leasehold improvements are amortized over the shorter
of the estimated useful lives or the term of the related lease. Management
reviews property and equipment and other long-lived assets on a periodic basis
to determine whether events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable.
GOODWILL AND OTHER INTANGIBLE ASSETS
SFAS No. 141, "Business Combinations" ("SFAS No. 141") requires that the
purchase method of accounting be used for all business combinations. Under SFAS
No. 142, "Goodwill and Other Intangible Assets," goodwill and intangible assets
deemed to have indefinite lives are subject to an annual impairment test in
accordance with the Statement. Goodwill impairment is deemed to exist if the net
book value of a reporting unit exceeds its estimated fair value. Other
intangible assets are amortized over their useful lives.
The total purchase price of business acquisitions accounted for using the
purchase method is allocated first to identifiable assets and liabilities based
on estimated fair values. The excess of the purchase price over the fair value
of net assets of purchased businesses is recorded as goodwill.
Other intangible assets consist primarily of purchased computer software,
intellectual property rights, core technology and customer arrangements.
Intellectual property rights, purchased computer software and core technology
acquired by the Company are amortized over their estimated useful lives on a
straight-line basis.
Some of the acquired customer arrangements are amortized over their
estimated useful lives in proportion to the economic benefits realized. This
accounting policy results in accelerated amortization of such customer
arrangements as compared to the straight-line method. All other acquired
customer arrangements are amortized over their estimated useful lives on a
straight-line basis.
LONG-LIVED ASSETS
The Company considers whether there are indicators of impairment that would
require the comparison of the estimated net realizable value of intangible
assets with finite lives, equipment, leasehold improvements and vehicles and
other long-lived assets, using an undiscounted cash flow analysis, to their
carrying value under SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." Any impairment would be recognized when the fair market
value of such long-lived assets is less than their carrying value. During the
year ended September 30, 2004, the Company identified and recognized an
impairment charge (included in cost of service) of $2,785 related to software
technology that the Company had no future use for, and therefore was abandoned.
COMPREHENSIVE INCOME (LOSS)
The Company accounts for comprehensive income (loss) under the provisions
of SFAS No. 130, "Reporting Comprehensive Income," which established standards
for the reporting and display of comprehensive income (loss) and its components.
Comprehensive income (loss) represents the change in shareholders' equity during
a period from transactions and other events and circumstances from nonowner
sources. It includes all changes in equity except those resulting from
investments by owners and distributions to owners.
F-11
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
CONVERTIBLE NOTES
Accrued interest on the Company's convertible notes is included in "accrued
expenses and other current liabilities." The Company amortizes the issuance
costs related to the convertible notes on a straight-line basis over the term of
the convertible notes. The amortized issuance cost calculated on a pro-rata
basis, related to the repurchased 0.5% convertible notes, is included in
"interest income and other, net."
TREASURY STOCK
The Company repurchases its Ordinary Shares from time to time on the open
market or in other transactions and holds such shares as treasury stock. The
Company presents the cost to repurchase treasury stock as a reduction of
shareholders' equity.
INCOME TAXES
The Company records deferred income taxes to reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting and tax purposes. Deferred taxes are computed based on tax
rates anticipated to be in effect when the deferred taxes are expected to be
paid or realized. A valuation allowance is provided for deferred tax assets if
it is more likely than not these items will either expire before the Company is
able to realize their benefit, or where future deductibility is uncertain. In
the event that a valuation allowance relating to a business acquisition is
subsequently reduced, the adjustment will reduce the original amount allocated
to goodwill.
Deferred tax liabilities and assets are classified as current or noncurrent
based on the classification of the related asset or liability for financial
reporting, or according to the expected reversal dates of the specific temporary
differences if not related to an asset or liability for financial reporting, and
also include anticipated withholding taxes due on subsidiaries' earnings when
paid as dividends to the Company.
It is the Company's policy to establish accruals for taxes that may become
payable in future years as a result of examinations by tax authorities. The
Company establishes the accruals based upon management's assessment of probable
contingencies. The Company believes it has appropriately accrued for probable
contingencies.
REVENUE RECOGNITION
Revenue is recognized only when all of the following conditions have been
met: (i) there is persuasive evidence of an arrangement; (ii) delivery has
occurred; (iii) the fee is fixed and determinable; and (iv) collectibility of
the fee is reasonably assured. The Company usually sells its software licenses
as part of an overall solution offered to a customer that combines the sale of
software licenses with a broad range of services, which normally include
significant customization, modification, implementation and integration. As a
result, combined license and service revenue generally is recognized over the
course of these long-term projects, using the percentage of completion method of
accounting in conformity with Accounting Research Bulletin ("ARB") No. 45, "Long
Term Construction-Type Contracts," Statement of Position ("SOP") 81-1,
"Accounting for Performance of Construction-Type and Certain Production-Type
Contracts" and SOP 97-2, "Software Revenue Recognition." Losses are recognized
on contracts in the period in which the loss is identified in accordance with
SOP 81-1.
Initial license fee for software revenue is recognized as work is
performed, under the percentage of completion method of accounting. Subsequent
license fee revenue is recognized upon completion of specified conditions in
each contract, based on a customer's subscriber level or transaction volume or
other measurements when greater than the level specified in the contract for the
initial license fee.
F-12
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Service revenue that involves significant ongoing obligations, including
fees for software customization, implementation and modification as part of a
long-term contract is recognized as work is performed, under the percentage of
completion method of accounting. In cases where extended payment terms exist,
license and related customization fees are recognized when payments are due, in
accordance with SOP 97-2. Revenue from software solutions that do not require
significant customization and modification is recognized upon delivery or as
services are provided, in accordance with SAB 104, "Revenue Recognition" and SOP
97-2. The Company complies with Emerging Issues Task Force ("EITF") 03-05,
"Applicability of AICPA SOP 97-2 to Non-Software Deliverables in an Arrangement
Containing More Than Incidental Software."
In Managed Services contracts as well as in other long term contracts,
revenue from the operation of a customer's system is recognized either as
services are performed based on time elapsed, output produced or volume of data
processed. Revenue from ongoing support services is recognized as work is
performed.
Revenue from third-party hardware sales is recognized upon delivery and
installation, and revenue from third-party software sales is recognized upon
delivery. Revenue from third-party hardware and software sales is recorded
according to the criteria established in EITF 99-19, "Recording Revenue Gross as
a Principal versus Net as an Agent" and SAB 104. Revenue is recorded at gross
amount for transactions in which the Company is the primary obligor under the
arrangement and/or possesses other attributes such as pricing and supplier
selection latitude. In specific circumstances where the Company does not meet
the above criteria, particularly when the contract stipulates that the Company
is not the primary obligor, the Company recognizes revenue on a net basis.
Included in service revenue are sales of third-party products. Revenue from
sales of such products includes third-party computer hardware and computer
software products and was less than 10% of total revenue in each of fiscal 2006,
2005 and 2004.
Maintenance revenue is recognized ratably over the term of the maintenance
agreement, which in most cases is one year or less.
As a result of a significant portion of the Company's revenue being subject
to the percentage of completion accounting method, the Company's annual and
quarterly operating results may be significantly affected by the size and timing
of customer projects and the Company's progress in completing such projects.
Many of the Company's agreements include multiple deliverables. For these
multiple element arrangements, the fair value of each component is determined
based on specific objective evidence for that element and revenue is allocated
to each component based upon its fair value. The revenue associated with each
element is recognized using the respective methodology discussed above. The
Company uses the residual method in accordance with SOP 97-2 and EITF 00-21,
"Revenue Arrangements with Multiple Deliverables," in multiple element
arrangements that include license for the sale of software solutions that do not
require significant customization and modification and first year maintenance to
determine the appropriate value for the license component.
In circumstances where the Company enters into a contract with a customer
for the provision of Managed Services for a defined period of time, the Company
defers, in accordance with SAB 104, certain incremental costs incurred at the
inception of the contract. These costs include time and expense incurred in
association with the origination of a contract. The deferred costs are amortized
on a straight-line basis over the life of the respective customer contract.
Revenue associated with these capitalized costs is deferred and is recognized
over the same period.
In cases where extended payment terms exist and revenue is deferred until
payments are due, related costs are capitalized as contract costs and recognized
as revenue is recognized.
F-13
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Deferred revenue represents billings to customers for licenses, services
and third-party products for which revenue has not been recognized. Unbilled
accounts receivable include all revenue amounts that had not been billed as of
the balance sheet date due to contractual or other arrangements with customers.
Allowances that are netted against accounts receivable represent amounts
provided for accounts for which their collectibility is not reasonably assured.
COST OF LICENSE AND COST OF SERVICE
Cost of license and cost of service consist of all costs associated with
providing services to customers, including identified losses on contracts and
warranty expense. Estimated losses on contracts are recognized in the period in
which the loss is identified in accordance with SOP 81-1. Estimated costs
related to warranty obligations are initially provided at the time the product
is delivered and are revised to reflect subsequent changes in circumstances and
estimates. Cost of license includes royalty payments to software suppliers,
amortization of purchased computer software and intellectual property rights.
Cost of service also includes costs of third-party products associated with
reselling third-party computer hardware and software products to customers, when
revenue from third-party products is recorded at the gross amount. Customers
purchasing third-party products from the Company generally do so in conjunction
with the purchase of services.
RESEARCH AND DEVELOPMENT
Research and development expenditures consist of costs incurred in the
development of new software modules and product offerings, either as part of the
Company's internal product development programs or in conjunction with customer
projects. Research and development costs, which are incurred in conjunction with
a customer project, are expensed as incurred.
Based on the Company's product development process, technological
feasibility, as defined in SFAS No. 86, "Accounting for the Costs of Computer
Software to be Sold, Leased or Otherwise Marketed," is established upon
completion of a detailed program design or, in the absence thereof, completion
of a working model. Costs incurred by the Company after achieving technological
feasibility and before the product is ready for customer release have been
insignificant.
EMPLOYEE BENEFIT PLANS
The Company maintains a non-contributory defined benefit plan for one of
its Canadian subsidiaries that provides for pensions for substantially all of
that subsidiary's employees based on length of service and rate of pay.
Additionally, the Company provides to these employees other retirement benefits
such as certain health care and life insurance benefits on retirement and
various disability plans, workers' compensation and medical benefits to former
or inactive employees, their beneficiaries and covered dependants, after
employment but before retirement, under specified circumstances.
The Company accrues its obligations to these employees under employee
benefit plans and the related costs net of returns on plan assets. Pension
expense and other retirement benefits earned by employees are actuarially
determined using the projected benefit method pro-rated on service and based on
management's best estimates of expected plan investments performance, salary
escalation, retirement ages of employees and expected health care costs.
The fair value of the employee benefit plans' assets is based on market
values. The plan assets are valued at market value for the purpose of
calculating the expected return on plan assets and the amortization of
experience gains and losses. Past service costs, which may arise from plan
amendments, are amortized on a straight-line basis over the average remaining
service period of the employees who were active at the date of
F-14
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
amendment. The excess of the net actuarial gain (loss) over 10% of the greater
of the benefit obligation and the market-related value of plan assets is
amortized over the average remaining service period of active employees.
EQUITY-BASED COMPENSATION
Effective October 1, 2005, the Company adopted FASB Statement No. 123
(revised 2004), "Share-Based Payment," a revision of SFAS No. 123 ("SFAS
123(R)"). SFAS 123(R) supersedes Accounting Principles Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees" ("APB No. 25") and related
interpretations, and amends FASB Statement No. 95, "Statement of Cash Flows."
Generally, the approach in SFAS 123(R) is similar to the approach described in
SFAS 123. However, SFAS 123(R) requires all equity-based payments to employees,
including grants of employee stock options, to be recognized in the income
statement based on their fair values. Pro forma disclosure is no longer an
alternative. In March 2005, the SEC issued Staff Accounting Bulletin No. 107
("SAB 107"), which provides supplemental implementation guidance on SFAS 123(R).
The Company has applied the provisions of SAB 107 in its adoption of SFAS
123(R).
Prior to October 1, 2005, the Company accounted for equity-based payments
to employees under the recognition and measurement provisions of APB No. 25.
Pursuant to these accounting standards, the Company recorded deferred
compensation for stock options granted to employees at the date of grant based
on the difference between the exercise price of the options and the market value
of the underlying shares at that date, and for restricted stock based on the
market value of the underlying shares at the date of grant. No compensation
expense was recorded for stock options that were granted to employees and
directors at an exercise price equal to or greater than the fair market value of
the Ordinary Shares at the time of the grant.
The Company adopted SFAS 123(R) using the modified prospective method.
Under this transition method, compensation costs recognized in fiscal 2006
include (a) compensation costs for all equity-based payments granted prior to,
but that had not yet vested as of, October 1, 2005, based on the grant date fair
value estimated in accordance with the pro forma provisions of SFAS 123, and (b)
compensation costs for the equity-based payments granted subsequent to October
1, 2005, based on the grant date fair value estimated in accordance with SFAS
123(R). The Company's consolidated financial statements for prior periods have
not been restated to reflect, and do not include, the impact of SFAS 123(R). The
Company selected the Black-Scholes option pricing model as the most appropriate
fair value method for its stock-options awards and values restricted stock based
on the market value of the underlying shares at the date of grant. The Company
recognizes compensation costs using the graded vesting attribution method that
results in an accelerated recognition of compensation costs in comparison to the
straight line method.
As a result of adopting SFAS 123(R) on October 1, 2005, the Company's
income before income taxes and net income for fiscal 2006 (not including
restricted stock expense) were $40,432 and $35,725, respectively, lower, than if
the Company had continued to account for equity-based compensation under APB No.
25. Basic and diluted earnings per share for fiscal 2006 were $0.17 and $0.15
lower, respectively, than if the Company had continued to account for share
based compensation under APB No. 25. The total income tax benefit recognized in
the income statement for equity-based compensation (including restricted stock)
for fiscal 2006 was $5,575, and $0 for fiscal 2005.
Prior to the adoption of SFAS 123(R), the Company presented all tax
benefits of deductions resulting from the exercise of stock options as operating
cash flows in the statement of cash flows. SFAS 123(R) requires the cash flows
resulting from the tax deductions in excess of the compensation costs recognized
for those stock options to be classified as financing cash flows. The $722
excess tax benefit classified as financing cash inflows would have been
classified as an operating cash inflow if the Company had not adopted SFAS
123(R).
F-15
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
The Company uses a combination of implied volatility of the Company's
traded options and historical stock price volatility ("blended volatility") as
the expected volatility assumption required in the Black-Scholes option
valuation model. Prior to October 1, 2005, the Company had used its historical
stock price volatility in accordance with SFAS 123 for purposes of presenting
its pro forma information. The selection of the blended volatility approach was
based upon the availability of traded options on the Company's shares and the
Company's assessment that blended volatility is more representative of future
share price trends than historical volatility. As equity-based compensation
expense recognized in the Company's consolidated statement of income for fiscal
2006 is based on awards ultimately expected to vest, such expense has been
reduced for estimated forfeitures. SFAS 123(R) requires forfeitures to be
estimated at the time of grant and revised, if necessary, in subsequent periods
if actual forfeitures differ from those estimates. In the Company's pro forma
information required under SFAS 123 for the periods prior to fiscal 2006, the
Company accounted for forfeitures as they occurred.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The financial instruments of the Company consist mainly of cash and cash
equivalents, short-term interest-bearing investments, accounts receivable,
accounts payable, short-term financing arrangements, forward exchange contracts
and options, lease obligations and convertible notes. The fair value of the
financial instruments, excluding the convertible notes (for which the fair value
as of September 30, 2006 is approximately $481,000), included in the accounts of
the Company does not significantly vary from their carrying amount. The fair
values of the Company's foreign currency exchange contracts are estimated based
on quoted market prices of comparable contracts. See Note 21.
CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the Company to concentration
of credit risk consist principally of cash and cash equivalents, short-term
interest-bearing investments and trade receivables. The Company invests its
excess cash primarily in highly liquid U.S. dollar-denominated securities
primarily with major U.S. institutions. The Company does not expect any credit
losses with respect to these items.
The Company's revenue is generated primarily in North America and Europe.
To a lesser extent, revenue is generated in the Asia-Pacific region and Latin
America. Most of the Company's customers are among the largest communications
and directory publishing companies in the world (or are owned by them). The
Company's business is subject to the effects of general global economic
conditions and, in particular, market conditions in the communications industry.
The Company performs ongoing credit analyses of its customer base and generally
does not require collateral. The allowance for doubtful accounts is for
estimated losses resulting from the inability of the Company's customers to make
required payments. The Company evaluates accounts receivable to determine if
they will ultimately be collected. In performing this evaluation, significant
judgments and estimates are involved, such as past experience, credit quality of
the customer, age of the receivable balance and current economic conditions that
may affect a customer's ability to pay. As of September 30, 2006, the Company
had two customers that had accounts receivable balances of more than 10% of
total accounts receivable, aggregating 23.4% (12.1% and 11.3%). As of September
30, 2005, the Company had two customers that had accounts receivable balances of
more than 10% of total accounts receivable, aggregating 21.7% (11.0% and 10.7%).
EARNINGS PER SHARE
The Company accounts for earnings per share based on SFAS No. 128,
"Earnings per Share." SFAS No. 128 requires companies to compute earnings per
share under two different methods, basic and diluted earnings per share, and to
disclose the methodology used for the calculations. Basic earnings per share
F-16
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
are calculated using the weighted average number of shares outstanding during
the period. Diluted earnings per share is computed on the basis of the weighted
average number of shares outstanding and the effect of dilutive outstanding
equity-based awards using the treasury stock method and the effect of dilutive
outstanding convertible notes using the if-converted method.
DERIVATIVES AND HEDGING
The Company accounts for derivatives and hedging based on SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended and
related Interpretations. SFAS No. 133 requires the Company to recognize all
derivatives on the balance sheet at fair value. If a derivative meets the
definition of a hedge and is so designated, depending on the nature of the
hedge, changes in the fair value of the derivative will either be offset against
the change in fair value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value is recognized in earnings.
GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES
The Company follows FASB Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN No. 45"). FIN No. 45 requires that, at the
inception of certain types of guarantees, the guarantor must disclose and
recognize a liability for the fair value of the obligation it assumes under the
guarantee.
RECLASSIFICATIONS
Certain immaterial amounts in prior years' financial statements have been
reclassified to conform to the current year's presentation.
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement No. 158, "Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans," an amendment of FASB Statements No. 87, 88, 106 and
132(R) ("SFAS 158"). SFAS 158 requires an entity to recognize in its statement
of financial position an asset for a defined benefit postretirement plan's over
funded status or a liability for a plan's under funded status, measure a defined
benefit postretirement plan's assets and obligations that determine its funded
status as of the end of the employer's fiscal year, and recognize changes in the
funded status of a defined benefit postretirement plan in comprehensive income
in the year in which the changes occur.
SFAS 158 does not change the amount of net periodic benefit cost included
in net income or address the various measurement issues associated with
postretirement benefit plan accounting. The requirement to recognize the funded
status of a defined benefit postretirement plan and the disclosure requirements
are effective for fiscal years ending after December 15, 2006. The requirement
to measure plan assets and benefit obligations as of the date of the employer's
fiscal year-end statement of financial position is effective for fiscal years
ending after December 15, 2008. The Company is currently evaluating the effect
that the application of SFAS 158 will have on its consolidated results of
operations and financial condition.
In September 2006, the FASB issued Statement No. 157, "Fair Value
Measurements" ("SFAS 157"). SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS No. 157 applies under
other accounting pronouncements that require or permit fair value measurements.
SFAS 157 will be effective for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years.
F-17
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
The Company is currently evaluating the effect that the application of SFAS 157
will have on our consolidated results of operations and financial condition.
In September 2006, the SEC issued Staff Accounting Bulletin No. 108,
"Financial Statements -- Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements" ("SAB
108"). SAB 108 requires companies to quantify the impact of all correcting
misstatements, including both the carryover and reversing effects of prior year
misstatements, on the current year financial statements. SAB 108 is effective
for fiscal years ending after November 15, 2006. The Company does not believe
SAB 108 will have a material effect on its financial statements and related
disclosures.
In June 2006, the FASB issued Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes," An Interpretation of SFAS No. 109," ("FIN 48").
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with SFAS No. 109, "Accounting
for Income Taxes." FIN 48 also prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return that results in a
tax benefit. Additionally, FIN 48 provides guidance on de-recognition, income
statement classification of interest and penalties, accounting in interim
periods, disclosure, and transition. This interpretation is effective for fiscal
years beginning after December 15, 2006. The Company is currently evaluating the
effect that the application of FIN 48 will have on our consolidated results of
operations and financial condition.
In February 2006, the FASB issued Statement No. 155, "Accounting for
Certain Hybrid Financial Instruments," an amendment of FASB Statement No. 133
and 140 ("FAS 155"), which permits fair value measurement for any hybrid
financial instrument that contains an embedded derivative that otherwise would
require bifurcation, with changes in fair value recognized in earnings. The
fair-value election will eliminate the need to separately recognize certain
derivatives embedded in hybrid financial instruments under FASB Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities." The Company
is currently evaluating the effect of SFAS 155, which is effective for all
financial instruments acquired or issued after the beginning of the first fiscal
year that begins after September 15, 2006.
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements, and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 3 -- ACQUISITIONS
CRAMER
On August 14, 2006, the Company acquired all of the capital stock of Cramer
Systems Group Limited, or Cramer, a privately-held leading provider of
operations support systems (OSS) solutions. The Company expects that this
acquisition will enable it to leverage and greatly enhance its current assets in
the BSS (business support systems) and OSS market.
The aggregate purchase price for Cramer was $417,228, which consisted of
$410,551 in cash (including cash on hand), $2,228 related to the assumption of
stock options and restricted shares held by Cramer employees and $4,449 of
transaction costs. The purchase price is subject to post closing adjustments
which the Company expects will not be material. The fair value of the stock
options was estimated using the Black-Scholes option pricing model and the fair
value of the restricted shares was valued based on the market
F-18
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
value of the underlying shares at the date of grant (see note 17). The
acquisition was accounted for as a business combination using the purchase
method of accounting, as required by SFAS No. 141. The fair market value of
Cramer assets and liabilities has been included in the Company's consolidated
balance sheet and the results of Cramer's operations have been included in the
Company's consolidated statements of income, commencing on August 15, 2006. The
Company obtained a preliminary independent valuation of the intangible assets
acquired in the Cramer transaction. The total purchase price was allocated to
Cramer's assets and liabilities, including identifiable intangibles, based on
their respective estimated fair values, on the date the transaction was
consummated. The value of acquired technology included both existing technology
and in-process research and development. The valuation of these items was
determined by applying the income forecast method, which considered the present
value of cash flows by product lines. Of the $177,203 of acquired identifiable
intangible assets, $17,310 was assigned to in-process research and development
related to the next two major releases of Cramer's current technology, of which
one was launched during the first quarter of fiscal 2007. The in-process
research and development was written-off as of the closing date of the
acquisition, in accordance with Financial Accounting Standards Board
Interpretation No. 4, "Applicability of FASB Statement No. 2 to Business
Combinations Accounted for by the Purchase Method." The in-process research and
development had no alternative future use and had not reached technological
feasibility as of the closing date of the acquisition. The fair value assigned
to core technology was $88,690 and is being amortized over five years commencing
on August 15, 2006. The fair value assigned to customer arrangements was $69,043
and is being amortized over seven years commencing on August 15, 2006 based on
pro-rata amounts of the future discounted cash flows. The fair value assigned to
trademark was $2,160 and is being amortized over two years commencing on August
15, 2006. The excess of the purchase price over the fair value of the net assets
and identifiable intangibles acquired, or goodwill, was $249,464 of which none
is tax deductible.
The following is the allocation of the purchase price:
Assets acquired.......................................... $ 93,050
Liabilities assumed...................................... (70,673)
--------
Net assets acquired...................................... 22,377
Core technology.......................................... 88,690
Customer arrangements.................................... 69,043
Trademark................................................ 2,160
In-process research and development...................... 17,310
Deferred taxes resulting from the difference between the
assigned value of certain assets and their respective
tax bases and loss carry forward, net.................. (31,816)
Goodwill................................................. 249,464
--------
$417,228
========
QPASS
On May 31, 2006, the Company acquired all of the capital stock of Qpass
Inc., or Qpass, a leading provider of digital commerce software and solutions.
The Company expects that this acquisition will allow it to support service
providers and media companies seeking to launch and monetize digital content,
and believes that this acquisition positions it as the leader in the emerging
digital content market.
The aggregate purchase price for Qpass was $281,829, which consisted of
$274,024 in cash, $2,405 related to the assumption of stock options held by
Qpass employees and $5,400 of transaction costs. The fair value of the stock
options was estimated using the Black-Scholes option pricing model (see note
17). The acquisition was accounted for as a business combination using the
purchase method of accounting, as required
F-19
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
by SFAS No. 141. The fair market value of Qpass assets and liabilities has been
included in the Company's consolidated balance sheet and the results of Qpass's
operations have been included in the Company's consolidated statements of
income, commencing on June 1, 2006. The Company obtained a preliminary
independent valuation of the intangible assets acquired in the Qpass
transaction. The total purchase price was allocated to Qpass's assets and
liabilities, including identifiable intangibles, based on their respective
estimated fair values, on the date the transaction was consummated. The value of
acquired technology included both existing technology and in-process research
and development. The valuation of these items was determined by applying the
income forecast method, which considered the present value of cash flows by
product lines. Of the $72,981 of acquired identifiable intangible assets, $8,340
was assigned to in-process research and development and was written-off as of
the closing date of the acquisition, in accordance with Financial Accounting
Standards Board Interpretation No. 4. The in-process research and development
had no alternative future use and had not reached technological feasibility as
of the closing date of the acquisition. The fair value assigned to core
technology was $28,060 and is being amortized over three to 4.5 years commencing
on June 1, 2006. The fair value assigned to customer arrangements was $36,581
and is being amortized over seven years commencing on June 1, 2006. The excess
of the purchase price over the fair value of the net liabilities and
identifiable intangibles acquired, or goodwill, was $238,455, of which none is
tax deductible.
The following is the allocation of the purchase price:
Assets acquired.......................................... $ 25,801
Liabilities assumed...................................... (54,824)
--------
Net liabilities assumed.................................. (29,023)
Core technology.......................................... 28,060
Customer arrangements.................................... 36,581
In-process research and development...................... 8,340
Deferred taxes resulting from the difference between the
assigned value of certain assets and liabilities and
their respective tax bases and loss carry forward,
net.................................................... (584)
Goodwill................................................. 238,455
--------
$281,829
========
LONGSHINE
On August 3, 2005, the Company acquired Longshine Information Technology
Company Ltd., or Longshine, a privately-held leading vendor of customer care and
billing software in China. This acquisition enables the Company to offer its
products and services to Chinese service providers and the Company believes it
will allow the Company to expand its presence in this fast growing market. The
purchase price for Longshine was approximately $41,696, which included $8,851 of
additional purchase price as a result of the achievements of specified
performance targets at the end of the first year from acquisition, and $1,312 of
transaction costs. The Company may also be obligated to pay up to approximately
$8,000, in additional purchase price, over the next year based on the
achievement of specified performance targets. The fair market value of Longshine
assets and liabilities has been included in the Company's consolidated balance
sheet and the results of Longshine operations have been included in the
Company's consolidated statement of income, commencing on August 3, 2005. The
Company obtained an independent valuation of the intangible assets acquired in
the Longshine transaction. The total purchase price was allocated to Longshine's
assets and liabilities, including identifiable intangibles, based on their
respective estimated fair values, on the date the transaction was consummated.
The excess of the purchase price over the fair value of the net liabilities and
identifiable intangibles acquired, or goodwill, was $45,305. During fiscal 2006,
within the one year allocation
F-20
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
period the Company revised the allocation of the purchase price as it obtained
more information required to measure the fair value of the assets and
liabilities acquired and as a result of the additional purchase price of $8,851,
as mentioned above. The revised purchase price allocation resulted in an
increase of $4,033 in goodwill.
The following is the final allocation of the purchase price:
Net liabilities assumed.................................. $(11,109)
Core technology.......................................... 1,000
Customer arrangements.................................... 6,500
Goodwill................................................. 45,305
--------
$ 41,696
========
DST INNOVIS
On July 1, 2005, the Company acquired from DST Systems, Inc., or DST, all
of the common stock of DST's wholly owned subsidiaries, DST Innovis, Inc. and
DST Interactive, Inc. The Company refers to these acquired subsidiaries together
as DST Innovis, a leading provider of customer care and billing solutions to
broadband media cable and satellite companies, which the Company refers to as
the Broadband Industry. The Company believes that this acquisition has
positioned the Company to offer a comprehensive set of solutions to companies in
the Broadband Industry as they transition to ICM.
The purchase price for DST Innovis was approximately $237,461, which
included $3,150 of transaction costs. The acquisition was accounted for as a
business combination using the purchase method of accounting, as required by
SFAS No. 141. The fair market value of DST Innovis's assets and liabilities has
been included in the Company's consolidated balance sheet and the results of DST
Innovis's operations are included in the Company's consolidated statements of
income, commencing on July 1, 2005. The Company obtained an independent
valuation of the intangible assets acquired in the DST Innovis transaction. The
total purchase price was allocated to DST Innovis's assets and liabilities,
including identifiable intangibles, based on their respective estimated fair
values, on the date the transaction was consummated. The value of acquired
technology included both existing technology and in-process research and
development. The valuation of these items was made by applying the income
forecast method, which considered the present value of cash flows by product
lines. Of the $125,642 of acquired identifiable intangible assets, $2,760 was
assigned to in-process research and development and was written-off as of the
closing date of the acquisition, in accordance with FASB Interpretation No. 4,
"Applicability of FASB Statement No. 2 to Business Combinations Accounted for by
the Purchase Method." The fair value assigned to core technology was $63,180 and
is amortized over three to 4.5 years commencing on July 1, 2005. The fair value
assigned to customer arrangements was $59,702 and is amortized over 15 years
commencing on July 1, 2005. The excess of the purchase price over the fair value
of the net assets and identifiable intangibles acquired, or goodwill, was
$130,120, of which $101,312 is tax deductible. During fiscal 2006, within the
one year allocation period the Company revised the allocation of the purchase
price as it obtained more information and changed its estimations relating to
the printing and mailing obligation and to other assets and liabilities
acquired. The revised purchase price allocation resulted in a decrease of $1,266
in goodwill.
In connection with the DST acquisition, the Company signed a long-term
agreement with DST, pursuant to which DST will continue to support the printing
and mailing of bills for the DST Innovis customer base. Under the terms of that
agreement, DST will be a preferred vendor of billing, printing, and mailing for
projects that combine those services with billing support for additional Amdocs
customers in the United States. The Company recorded a liability of $25,777
resulting from this agreement. This liability will be amortized over the life of
the agreement.
F-21
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
In addition, the Company commenced integration activities based on a plan
to exit specific research and development activities and to terminate employees
associated with these activities. In accordance with EITF 95-3, "Recognition of
Liabilities in connection with a Purchase Business Combination," The liability
associated with this plan, which was recorded as part of the purchase
accounting, is presented in the following table:
EMPLOYEE
SEPARATION CONTRACTUAL
COSTS OBLIGATIONS OTHER TOTAL
---------- ----------- ----- -------
Balance as of October 1, 2005....... $ 4,940 $7,103 $ 673 $12,716
Cash payments....................... (4,681) (219) (418) (5,318)
Adjustments(1)...................... (247) (9) (155) (411)
------- ------ ----- -------
Balance as of September 30, 2006.... $ 12 $6,875 $ 100 $ 6,987
======= ====== ===== =======
(1) Reflects adjustments due to changes in original estimates within the one
year allocation period. The adjustments were recorded as part of the
purchase accounting which resulted in reduction of goodwill.
The following is the final allocation of the purchase price and deferred
tax assets:
Net assets acquired...................................... $ 7,388
Core technology.......................................... 63,180
Customer arrangements.................................... 59,702
In-process research and development...................... 2,760
EITF 95-3 and other liabilities.......................... (17,059)
Printing and mailing obligation.......................... (25,777)
Deferred taxes resulting from the difference between the
assigned value of certain assets and liabilities and
their respective tax bases............................. 17,147
Goodwill................................................. 130,120
--------
$237,461
========
PRO FORMA FINANCIAL INFORMATION
Set forth below are the unaudited pro forma revenue, operating income, net
income and per share figures for the years ended September 30, 2006, 2005 and
2004, as if DST Innovis had been acquired as of October 1, 2003, and as if
Cramer had been acquired as of October 1, 2004, excluding the capitalization of
research and development expense, write-off of purchased in-process research and
development and other acquisition related costs:
YEAR ENDED SEPTEMBER 30,
------------------------------------
2006 2005 2004
---------- ---------- ----------
Revenue............................... $2,575,703 $2,290,361 $2,013,612
Operating income...................... 321,333 314,173 292,137
Net income............................ 297,746 259,412 229,179
Basic earnings per share.............. 1.47 1.29 1.10
Diluted earnings per share............ 1.38 1.21 1.05
Pro forma information regarding the Company's consolidated statements of
income for the years ended September 30, 2006, 2005 and 2004 to reflect the
Longshine and Qpass acquisitions is not presented, as these acquisitions are not
considered material business combinations.
F-22
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 4 -- SHORT-TERM INTEREST-BEARING INVESTMENTS
Short-term interest-bearing investments consist of the following:
AMORTIZED COST MARKET VALUE
AS OF SEPTEMBER 30, AS OF SEPTEMBER 30,
------------------- -------------------
2006 2005 2006 2005
-------- -------- -------- --------
Federal agencies........................ $ 45,928 $ 87,116 $ 46,202 $ 86,591
U.S. government treasuries.............. 11,815 70,644 11,940 70,187
Corporate backed obligations............ 131,129 157,834 130,921 157,059
Corporate bonds......................... 47,892 50,401 47,776 50,218
Mortgages (including government and
corporate)............................ 81,656 47,852 81,559 47,622
Commercial paper/CD..................... 39,458 4,056 39,458 4,056
Private placement....................... 14,397 22,344 14,338 22,278
-------- -------- -------- --------
372,275 440,247 372,194 438,011
Allowance for unrealized loss........... (81) (2,236) -- --
-------- -------- -------- --------
Total................................... $372,194 $438,011 $372,194 $438,011
======== ======== ======== ========
As of September 30, 2006, short-term interest-bearing investments had the
following maturity dates:
MARKET VALUE
------------
2007................................................... $ 57,713
2008................................................... 36,022
2009................................................... 92,904
2010................................................... 30,227
Thereafter............................................. 155,328
--------
$372,194
========
NOTE 5 -- ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consists of the following:
AS OF SEPTEMBER 30,
-------------------
2006 2005
-------- --------
Accounts receivable -- billed.................... $383,763 $282,151
Accounts receivable -- unbilled.................. 54,117 28,994
Less -- allowances............................... (12,075) (6,908)
-------- --------
Accounts receivable, net......................... $425,805 $304,237
======== ========
F-23
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 6 -- EQUIPMENT, VEHICLES AND LEASEHOLD IMPROVEMENTS, NET
Components of equipment, vehicles and leasehold improvements, net are:
AS OF SEPTEMBER 30,
-------------------
2006 2005
-------- --------
Computer equipment............................... $474,794 $406,705
Vehicles furnished to employees.................. 11,642 24,493
Leasehold improvements........................... 93,397 68,882
Furniture and fixtures........................... 45,281 43,076
-------- --------
625,114 543,156
Less accumulated depreciation.................... 404,824 361,344
-------- --------
$220,290 $181,812
======== ========
Total depreciation expense on equipment, vehicles and leasehold
improvements for fiscal years 2006, 2005 and 2004, was $75,964, $74,193 and
$73,619, respectively.
NOTE 7 -- GOODWILL AND INTANGIBLE ASSETS, NET
The following table presents details of the Company's total goodwill:
As of October 1, 2004................................... $ 806,874
Decrease in goodwill as a result of a purchase price
allocation adjustment (related to fiscal 2003
acquisition).......................................... (9,893)
Goodwill resulted from DST Innovis acquisition (see Note
3).................................................... 131,386
Goodwill resulted from Longshine acquisition (see Note
3).................................................... 41,272
----------
As of September 30, 2005................................ 969,639
Goodwill resulted from Cramer acquisition (see Note 3).. 249,464
Goodwill resulted from Qpass acquisition (see Note 3)... 238,455
Decrease in DST goodwill as a result of a purchase price
allocation adjustment (see Note 3).................... (1,266)
Increase in Longshine goodwill as a result of a purchase
price allocation adjustment (see Note 3).............. 4,033
Other(1)................................................ 1,281
----------
As of September 30, 2006................................ $1,461,606
==========
(1) Represents goodwill related to immaterial acquisition.
The following table presents details of amortization expense of purchased
intangible assets as reported in the consolidated statements of income:
YEAR ENDED SEPTEMBER 30,
---------------------------
2006 2005 2004
------- ------- -------
Cost of license............................. $ 2,620 $ 2,620 $ 3,878
Cost of service............................. -- -- 2,785
Amortization of purchased intangible
assets.................................... 37,610 15,356 17,909
------- ------- -------
Total....................................... $40,230 $17,976 $24,572
======= ======= =======
F-24
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
The Company performs an annual impairment test during the fourth quarter of
each fiscal year, or more frequently if impairment indicators are present. The
Company operates in one operating segment, and this segment comprises its only
reporting unit. In calculating the fair value of the reporting unit, the Company
used a discounted cash flow methodology. There was no impairment of goodwill
upon adoption of SFAS No. 142 and there was no impairment at the annual
impairment test dates.
The following table presents details of the Company's total purchased
intangible assets:
ESTIMATED
USEFUL LIFE ACCUMULATED
(IN YEARS) GROSS AMORTIZATION NET
----------- -------- ------------ --------
SEPTEMBER 30, 2006
Core technology........................ 3-5 $235,946 $ (78,560) $157,386
Customer arrangements.................. 7-15 248,155 (62,251) 185,904
Intellectual property rights and
purchased computer software.......... 3-10 51,996 (49,595) 2,401
Trademark.............................. 2 2,160 (135) 2,025
-------- --------- --------
Total.................................. $538,257 $(190,541) $347,716
======== ========= ========
SEPTEMBER 30, 2005
Core technology........................ 2-4.5 $117,925 $ (53,699) $ 64,226
Customer arrangements.................. 2-15 140,009 (49,637) 90,372
Intellectual property rights and
purchased computer software.......... 3-10 51,996 (46,975) 5,021
-------- --------- --------
Total.................................. $309,930 $(150,311) $159,619
======== ========= ========
The estimated future amortization expense of purchased intangible assets as
of September 30, 2006 is as follows:
AMOUNT
--------
FISCAL YEAR:
2007................................... $ 70,813
2008................................... 73,221
2009................................... 63,628
2010................................... 52,549
2011................................... 34,545
Thereafter............................. 52,960
--------
Total.................................. $347,716
========
F-25
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 8 -- OTHER NONCURRENT ASSETS
Other noncurrent assets consist of the following:
AS OF SEPTEMBER 30,
-------------------
2006 2005
-------- --------
Funded employee benefit costs(1)....................... $ 70,669 $ 59,086
Managed services deferred costs(2)..................... 63,352 54,314
Prepaid maintenance and other.......................... 8,262 10,900
Rent and other deposits................................ 10,599 8,908
Other.................................................. 7,938 10,231
-------- --------
$160,820 $143,439
======== ========
(1) See Note 15.
(2) See Note 2.
NOTE 9 -- INCOME TAXES
The provision for income taxes consists of the following:
YEAR ENDED SEPTEMBER 30,
---------------------------
2006 2005 2004
------- ------- -------
Current.......................................... $42,290 $64,038 $72,588
Deferred......................................... 12,947 8,121 (6,345)
------- ------- -------
$55,237 $72,159 $66,243
======= ======= =======
All income taxes are from continuing operations reported by the Company in
the applicable taxing jurisdiction. Income taxes also include anticipated
withholding taxes due on subsidiaries' earnings when paid as dividends to the
Company.
F-26
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Deferred income taxes are comprised of the following components:
AS OF SEPTEMBER 30,
--------------------
2006 2005
--------- --------
Deferred tax assets:
Deferred revenue............................... $ 29,369 $ 38,041
Accrued employee costs......................... 53,851 42,343
Equipment, vehicles and leasehold improvements,
net......................................... 18,842 45,752
Intangible assets, computer software and
intellectual property....................... 17,221 14,257
Net operating loss carry forwards.............. 97,813 35,924
Other.......................................... 58,102 43,324
Valuation allowances........................... (29,335) (14,302)
--------- --------
Total deferred tax assets...................... 245,863 205,339
--------- --------
Deferred tax liabilities:
Anticipated withholdings on subsidiaries'
earnings.................................... (47,004) (43,909)
Equipment, vehicles and leasehold improvements,
net......................................... (3,992) (7,262)
Intangible assets, computer software and
intellectual property....................... (108,171) (32,683)
Managed services costs......................... (14,580) (10,110)
Other.......................................... (12,025) (5,514)
--------- --------
Total deferred tax liabilities................. (185,772) (99,478)
--------- --------
Net deferred tax assets.......................... $ 60,091 $105,861
========= ========
The effective income tax rate varied from the statutory Guernsey tax rate
as follows:
YEAR ENDED
SEPTEMBER 30,
------------------
2006 2005 2004
---- ---- ----
Statutory Guernsey tax rate........................ 20% 20% 20%
Guernsey tax-exempt status......................... (20) (20) (20)
Foreign taxes...................................... 16 19 20
Valuation allowance................................ 1 1 2
--- --- ---
Income tax rate before effect of acquisition-
related costs, and equity-based compensation
expense.......................................... 17 20 22
Effect of acquisition-related costs and equity-
based compensation expense....................... (2) -- --
--- --- ---
15% 20% 22%
=== === ===
As a Guernsey company with tax-exempt status, the Company's overall
effective tax rate is attributable solely to foreign taxes.
During fiscal 2006, the Company recognized deferred tax assets of $15,033
derived from net capital and operating loss carry forwards related to certain of
its subsidiaries. The expiration period of $7,451 of these losses carry forwards
is up to 20 years, the rest of the losses expiration is unlimited. Given the
uncertainty of the realization of these assets through future taxable earnings,
an additional valuation allowance of $15,033
F-27
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
was recorded during fiscal 2006, out of which $11,393 was recorded in connection
with the Cramer and Qpass acquisitions.
During fiscal 2005, the Company recognized deferred tax assets of $2,878
derived from operating loss carry forwards related to one of its subsidiaries.
During fiscal 2004, the Company recognized deferred tax assets of $11,424
derived from net capital and operating loss carry forwards related to certain of
its subsidiaries. The expiration of these losses carry forwards is unlimited.
Given the uncertainty of the realization of these assets through future taxable
earnings, additional valuation allowances of $2,878 and $11,424 was recorded
during fiscal 2005 and 2004, respectively.
NOTE 10 -- FINANCING ARRANGEMENTS
The Company's financing transactions are described below:
As of September 30, 2006, the Company had available short-term general
revolving lines of credit totaling $30,936. As of September 30, 2006, no amounts
were outstanding under these credit lines. The cost of maintaining these
revolving lines of credit was insignificant.
As of September 30, 2006, the Company had outstanding letters of credit and
bank guarantees of $8,671. These were mostly supported by a combination of the
credit facilities and restricted cash balances that the Company maintains with
various banks.
In addition, as of September 30, 2006, the Company had outstanding short
term loans of $1,733, which is secured by certain pledges and guarantees and
$175 related to another debt instrument.
NOTE 11 -- CONVERTIBLE NOTES
In March 2004, the Company issued $450,000 aggregate principal amount of
0.50% Convertible Senior Notes due 2024 (the "0.50% Notes") through a private
placement to qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The Company is obligated to pay interest on the 0.50% Notes
semi-annually on March 15 and September 15 of each year. The 0.50% Notes are
senior unsecured obligations of the Company and rank equal in right of payment
with all existing and future senior unsecured indebtedness of the Company. The
0.50% Notes are convertible, at the option of the holders at any time before the
maturity date, into Ordinary Shares of the Company at a conversion rate of
23.1911 shares per one thousand dollars principal amount, representing a
conversion price of approximately $43.12 per share, as follows: (i) during any
fiscal quarter commencing after March 31, 2004, and only during that quarter if
the closing sale price of the Company's Ordinary Shares exceeds 130% of the
conversion price for at least 20 trading days in the 30 consecutive trading days
ending on the last trading day of the proceeding fiscal quarter (initially 130%
of $43.12, or $56.06); (ii) upon the occurrence of specified credit rating
events with respect to the notes; (iii) subject to certain exceptions, during
the five business day period after any five consecutive trading day period in
which the trading price per note for each day of that measurement period was
less than 98% of the product of the closing sale price of the Company's Ordinary
Shares and the conversion rate; provided, however, holders may not convert their
notes (in reliance on this subsection) if on any trading day during such
measurement period the closing sale price of the Company's Ordinary Shares was
between 100% and 130% of the then current conversion price of the notes
(initially, between $43.12 and $56.06); (iv) if the notes have been called for
redemption, or (v) upon the occurrence of specified corporate events.
The 0.50% Notes are subject to redemption at any time on or after March 20,
2009, in whole or in part, at the option of the Company, at a redemption price
of 100% of the principal amount plus accrued and unpaid interest, if any, on
such redemption date. The 0.50% Notes are subject to repurchase, at the holders'
option, on March 15, 2009, 2014 and 2019, at a repurchase price equal to 100% of
the principal amount plus accrued
F-28
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
and unpaid interest, if any, on such repurchase date ("Put Rights"). The Company
may choose to pay the repurchase price in cash, Ordinary Shares or a combination
of cash and Ordinary Shares.
The FASB issued an exposure draft that would amend SFAS No. 128 to require
that if a convertible financial instrument has an option to settle a required
redemption in cash or shares, the assumption is the option would be settled in
shares and therefore the "if converted" method should be applied based on the
current share price and not according to the conversion price (the current
accounting guidelines) when computing diluted earnings per share. The Board of
Directors has authorized the Company to amend the 0.50% Notes by waiving its
right to a share settlement upon exercise of Put Rights and committing to a cash
settlement. If the Company amends the 0.50% Notes as authorized by its Board of
Directors, then the expected new accounting rule would have no impact on the
Company's consolidated financial results.
NOTE 12 -- NONCURRENT LIABILITIES AND OTHER
Noncurrent liabilities and other consist of the following:
AS OF SEPTEMBER 30,
-------------------
2006 2005
-------- --------
Accrued employees costs(1)....................... $111,909 $ 88,353
Noncurrent customer advances..................... 28,936 34,994
Accrued pension liability........................ 24,476 23,193
Accrued print and mail obligation................ 14,424 17,806
Accrued lease obligations........................ 8,514 12,475
Other............................................ 9,378 9,449
-------- --------
$197,637 $186,270
======== ========
(1) Primarily severance pay liability in accordance with Israeli law (see
note 15).
NOTE 13 -- INTEREST INCOME AND OTHER, NET
Interest income and other, net consists of the following:
YEAR ENDED SEPTEMBER 30,
----------------------------
2006 2005 2004
------- ------- --------
Interest income............................ $50,962 $32,341 $ 17,941
Interest expense........................... (5,433) (5,734) (12,867)
Other, net................................. (3,788) (4,304) (171)
------- ------- --------
$41,741 $22,303 $ 4,903
======= ======= ========
F-29
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 14 -- CONTINGENCIES
COMMITMENTS
The Company leases office space under non-cancelable operating leases in
various countries in which it does business. Future minimum non-cancelable lease
payments required after October 1, 2006 are as follows:
FOR THE YEARS ENDED SEPTEMBER 30,
- ---------------------------------
2007................................... $ 60,832
2008................................... 52,967
2009................................... 42,505
2010................................... 37,972
2011................................... 34,298
Thereafter............................. 39,064
--------
$267,638
========
Future minimum non-cancelable lease payments, as stated above, do not
reflect committed future sublease income of $8,122, $4,919, $3,497, $3,278,
$4,022 and $5,907 for the years ended September 30, 2007, 2008, 2009, 2010, 2011
and thereafter, respectively. Of the $237,893 net operating leases, net of
$29,745 of sublease income, $5,837 has been included in accrued restructuring
charges as of September 30, 2006.
Rent expense net of sublease income, including accruals for future lease
losses, was approximately $41,088, $38,982 and $43,505 for fiscal 2006, 2005 and
2004, respectively.
The Company leases vehicles under operating leases. Future minimum non-
cancelable lease payments required after October 1, 2006 are as follows:
FOR THE YEARS ENDED SEPTEMBER 30,
- ---------------------------------
2007.................................... $11,896
2008.................................... 8,928
2009.................................... 4,657
2010.................................... 655
-------
$26,136
=======
LEGAL PROCEEDINGS
The Company is involved in various legal proceedings arising in the normal
course of its business. Based upon the advice of counsel, the Company does not
believe that the ultimate resolution of these matters will have a material
adverse effect on the Company's consolidated financial position, results of
operations or cash flows.
GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES
The Company generally sells its products with a limited warranty for a
period of 90 days. The Company's policy is to accrue for warranty costs, if
needed, based on historical trends in product failure. Based on the Company's
experience, only minimal warranty services have been required and, as a result,
the Company did not accrue any amounts for product warranty liability during
fiscal years 2006 and 2005.
F-30
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
The Company generally indemnifies its customers against claims of
intellectual property infringement made by third parties arising from the use of
the Company's software. To date, the Company has incurred only minimal costs as
a result of such obligations and has not accrued any liabilities related to such
indemnification in its consolidated financial statements.
NOTE 15 -- EMPLOYEE BENEFITS
The Company accrues severance pay for the employees of its Israeli
operations in accordance with Israeli law and certain employment procedures on
the basis of the latest monthly salary paid to these employees and the length of
time that they have worked for the Israeli operations. The severance pay
liability, which is included as accrued employee costs in noncurrent liabilities
and other, is partially funded by amounts on deposit with insurance companies,
which are included in other noncurrent assets. These severance expenses were
approximately $26,403, $16,720 and $15,363 for fiscal 2006, 2005 and 2004,
respectively.
The Company sponsors defined contribution plans covering certain of its
employees around the world. The plans provide for Company matching contributions
based upon a percentage of the employees' voluntary contributions. The Company's
contributions in fiscal 2006, 2005 and 2004 under such plans were not
significant compared to total operating expenses.
The Company maintains non-contributory defined benefit plans that provide
for pension, other retirement and post employment benefits for employees of a
Canadian subsidiary based on length of service and rate of pay. The measurement
date for the pension plan and for the other benefits was September 30, 2006.
COMPONENTS OF NET BENEFIT PLANS COST
The net periodic benefit costs for the years ended September 30, related to
pension and other benefits were as follows:
PENSION BENEFITS OTHER BENEFITS
--------------------------- ------------------
2006 2005 2004 2006 2005 2004
------- ------- ------- ---- ---- ----
Service costs...................... $ 1,886 $ 2,185 $ 1,967 $324 $265 $373
Interest on benefit obligations.... 3,345 3,340 2,676 507 482 386
Expected return on plan assets..... (3,182) (2,739) (2,200) -- -- --
Settlements........................ 313 -- -- -- -- --
------- ------- ------- ---- ---- ----
$ 2,362 $ 2,786 $ 2,443 $831 $747 $759
======= ======= ======= ==== ==== ====
F-31
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
COMPONENTS OF ACCRUED BENEFIT LIABILITY
The following table sets forth changes in the fair value of plan assets,
benefit obligations and the funded status of the plans as of September 30, 2006:
PENSION BENEFITS OTHER BENEFITS
---------------- --------------
CHANGE IN PLAN ASSETS:
Fair value of plan assets as of October 1,
2005...................................... $ 41,824 $ --
Actual return on plan assets................ 3,458 --
Foreign exchange gain....................... 1,973 --
Employer contribution....................... 2,889 156
Benefits paid............................... (9,857) (156)
-------- --------
FAIR VALUE OF PLAN ASSETS AS OF SEPTEMBER
30, 2006.................................. 40,287 --
-------- --------
CHANGE IN BENEFIT OBLIGATIONS:
Benefit obligations as of October 1, 2005... (67,305) (11,731)
Service costs............................... (1,886) (324)
Interest on benefit obligations............. (3,345) (507)
Actuarial gains (losses).................... 2,289 (774)
Curtailment gains........................... 2,785 2,726
Foreign exchange loss....................... (3,068) (547)
Benefits paid............................... 9,857 156
-------- --------
BENEFIT OBLIGATIONS AS OF SEPTEMBER 30,
2006...................................... (60,673) (11,001)
-------- --------
FUNDED STATUS-PLAN DEFICIT AS OF SEPTEMBER
30, 2006.................................. (20,386) (11,001)
Unrecognized actuarial net losses........... (5,122) (1,789)
-------- --------
ACCRUED BENEFIT COSTS AS OF SEPTEMBER 30,
2006, INCLUDED IN NONCURRENT LIABILITIES
AND OTHER................................. $(15,264) $ (9,212)
======== ========
As of September 30, 2006, the accumulated benefit obligation for the
pension plan was $54,292, and $10,611 for other benefits.
F-32
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
The following table sets forth the funded status of the plans as of
September 30, 2005:
PENSION BENEFITS OTHER BENEFITS
---------------- --------------
CHANGE IN PLAN ASSETS:
Fair value of plan assets as of October 1,
2004...................................... $ 34,042 $ --
Actual return on plan assets................ 4,360 --
Foreign exchange gain....................... 2,674 --
Employer contribution....................... 3,300 164
Benefits paid............................... (2,552) (164)
-------- --------
FAIR VALUE OF PLAN ASSETS AS OF SEPTEMBER
30, 2005.................................. 41,824 --
-------- --------
CHANGE IN BENEFIT OBLIGATIONS:
Benefit obligations as of October 1, 2004... (49,751) (7,234)
Service costs............................... (2,185) (265)
Interest on benefit obligations............. (3,340) (483)
Actuarial losses............................ (10,237) (3,210)
Foreign exchange loss....................... (4,344) (703)
Benefits paid............................... 2,552 164
-------- --------
BENEFIT OBLIGATIONS AS OF SEPTEMBER 30,
2005...................................... (67,305) (11,731)
-------- --------
FUNDED STATUS-PLAN DEFICIT AS OF SEPTEMBER
30, 2005.................................. (25,481) (11,731)
Unrecognized actuarial net losses........... (10,409) (3,610)
-------- --------
ACCRUED BENEFIT COSTS AS OF SEPTEMBER 30,
2005, INCLUDED IN NONCURRENT LIABILITIES
AND OTHER................................. $(15,072) $ (8,121)
======== ========
As of September 30, 2005, the accumulated benefit obligation for the
pension plan was $54,775, and $11,278 for other benefits.
SIGNIFICANT ASSUMPTIONS
The significant assumptions adopted in measuring the Canadian subsidiary's
accrued benefit obligations and the net periodic benefit cost were as follows:
2006 2005
---- ----
AS OF SEPTEMBER 30:
ACCRUED BENEFIT OBLIGATIONS
Weighted average discount rate, end of year......... 5.25% 5.50%
Weighted average rate of compensation increase, end
of year.......................................... 3.50 3.50
FOR THE YEAR ENDED SEPTEMBER 30:
NET PERIODIC BENEFIT COST
Weighted average discount rate, end of preceding
year............................................. 5.50% 6.25%
Weighted average expected long-term rate of return
on plan assets, end of preceding year............ 7.50 7.50
Weighted average rate of compensation increase, end
of preceding year................................ 3.50 3.50
The expected future rate of return assumption is based on the target asset
allocation policy and the expected future rates of return on these assets.
F-33
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
For measurement purposes, a 4.5% annual rate of increase in the per capita
cost of covered health care benefits (the health care cost trend rate) was
assumed for the year ended September 30, 2006, except for the cost of
medication, which was assumed to increase at an annual rate of 10% for 2006.
This rate was assumed to gradually decline to 5% by 2014 and remain stable
thereafter.
A 1% change in the assumed health care cost trend rates would have the
following effect as of September 30, 2006:
1% INCREASE 1% DECREASE
----------- -----------
Effect on other benefits -- total service and
interest cost...................................... $ 164 $ (135)
Effect on other benefits -- accrued benefit
obligations........................................ 2,189 (1,695)
PENSION PLAN ASSETS
The following table sets forth the allocation of the pension plan assets as
of September 30, 2006 and 2005, the target allocation for 2007 and the expected
long-term rate of return by asset class. The fair value of the plan assets was
$40,287 as of September 30, 2006 and $41,824 as of September 30, 2005.
PERCENTAGE OF
PLAN ASSETS AS WEIGHTED-AVERAGE
OF SEPTEMBER LONG-TERM RATE
TARGET ALLOCATION 30, OF RETURN
----------------- -------------- ----------------
ASSET CATEGORY 2007 2006 2005 2006
- -------------- ----------------- ---- ---- ----------------
Equity securities.................... 45%-65% 55% 57% 9.7%
Debt securities...................... 35-55 45 43 4.9
------- --- ---
Total................................ 100% 100% 100% 7.5
======= === ===
Plan assets consist primarily of Canadian and other equities, government
and corporate bonds, debentures and secured mortgages, which are held in units
of the BCE Master Trust Fund, a Trust established by Bell Canada. The investment
strategy is to maintain an asset allocation that is diversified between multiple
different asset classes, and between multiple managers within each asset class,
in order to minimize the risk of large losses and to maximize the long-term
risk-adjusted rate of return.
PROJECTED CASH FLOWS
The Company is responsible for adequately funding the pension plan.
Contributions by the Company are based on various generally accepted actuarial
methods and reflect actuarial assumptions concerning future investment returns,
salary projections and future service benefits. The Company contributed $2,889
to the pension plan in 2006 which was the minimum contribution required by law.
Because the Company does not fund the other employee future benefit plan, the
total payments of $156 paid in 2006 represents benefit payments made to
beneficiaries. The following table sets forth the Company's estimates for future
minimum contributions to the pension plan and for other benefit payments.
FOR THE YEARS ENDED SEPTEMBER 30, PENSION BENEFITS OTHER BENEFITS
- --------------------------------- ---------------- --------------
2007........................................ $ 1,700 $ 200
2008........................................ 1,400 300
2009........................................ 1,500 300
2010........................................ 1,500 400
2011........................................ 1,500 400
2012 - 2016................................. 8,400 2,300
------- ------
Total....................................... $16,000 $3,900
======= ======
F-34
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 16 -- CAPITAL TRANSACTIONS
On November 5, 2003, the Company announced that its Board of Directors had
authorized a share repurchase program of up to 5,000 Ordinary Shares over the
next twelve months. The authorization permitted the Company to purchase Ordinary
Shares in open market or privately negotiated transactions and at prices the
Company deems appropriate. The Company stated that one of the main purposes of
the repurchase program was to offset the dilutive effect of any future share
issuances, including issuances pursuant to employee equity plans or in
connection with acquisitions. During the first quarter of fiscal 2004, the
Company repurchased 4,990 Ordinary Shares under this repurchase program, for an
aggregate purchase price of $123,993. In connection with an acquisition by the
Company in fiscal 2004, the Company's Board of Directors approved the repurchase
of additional Ordinary Shares to offset the dilutive effect of share issuances
in the acquisition. The closing of the acquisition occurred in February 2004,
and the Company repurchased 484 Ordinary Shares in February 2004 for an
aggregate purchase price of $13,417.
In connection with the Company's issuance of the 0.50% Notes (see Note 11),
the Board of Directors approved the repurchase of Ordinary Shares sold short by
purchasers of the 0.50% Notes in negotiated transactions, concurrently with the
sale of the notes, to offset the dilutive effect of the Ordinary Shares issuable
upon conversion of the 0.50% Notes. The closing of the sale of the 0.50% Notes
occurred in March 2004, and the Company repurchased 6,074 Ordinary Shares, for
an aggregate purchase price of $170,061, out of the 10,436 Ordinary Shares
issuable upon conversion of the 0.50% Notes, based on a conversion rate of
23.1911 shares per $1,000 principal amount.
On July 28, 2004, the Company announced that its Board of Directors
extended the share repurchase program for the additional repurchase of up to
$100,000 of its Ordinary Shares in open market or privately negotiated
transactions and at times and prices the Company deems appropriate. In
accordance with this extension, the Company repurchased 4,894 Ordinary Shares,
at an average price of $20.40 per share.
On December 20, 2004, the Company announced that its Board of Directors had
extended the Company's share repurchase program for the additional repurchase of
up to $100,000 of its Ordinary Shares in the open market or privately negotiated
transactions and at times and prices the Company deems appropriate. In
accordance with this extension, the Company repurchased in the third quarter of
fiscal 2005, 3,525 Ordinary Shares, at an average price of $28.33 per share.
The Company funded these repurchases, and intends to fund any future
repurchases, with available funds.
NOTE 17 -- STOCK OPTION AND INCENTIVE PLAN
In January 1998, the Company adopted the 1998 Stock Option and Incentive
Plan (the "Plan"), which provides for the grant of restricted stock awards,
stock options and other equity-based awards to employees, officers, directors,
and consultants. The purpose of the Plan is to enable the Company to attract and
retain qualified personnel and to motivate such persons by providing them with
an equity participation in the Company. Since its adoption, the Plan has been
amended on several occasions to, among other things, increase the number of
Ordinary Shares issuable under the Plan. In January 2006, the maximum number of
Ordinary Shares authorized to be granted under the Plan was increased from
38,300 to 46,300. Awards granted under the Plan generally vest over a period of
four years and stock options have a term of ten years. In the fourth quarter of
fiscal 2005, the Company commenced routinely granting restricted shares and the
Company's equity-based grant package may be comprised of restricted stock awards
and a fewer number of stock options. As of September 30, 2006, 11,247.8 Ordinary
Shares remained available for grant pursuant to the Plan.
F-35
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
The following table summarizes information about stock options to purchase
the Company's Ordinary Shares, as well as changes during the years ended
September 30, 2006, 2005 and 2004:
NUMBER OF WEIGHTED AVERAGE
SHARE OPTIONS EXERCISE PRICE
------------- ----------------
Outstanding as of October 1, 2003........... 25,565.7 $27.04
Granted..................................... 4,177.2 22.07
Exercised................................... (1,156.5) 10.44
Forfeited................................... (2,539.9) 30.89
--------
Outstanding as of September 30, 2004........ 26,046.5 26.61
Granted..................................... 4,892.0 24.36
Exercised................................... (2,228.7) 10.78
Forfeited................................... (2,902.4) 32.32
--------
Outstanding as of September 30, 2005........ 25,807.4 26.91
Granted(1).................................. 4,812.1 29.41
Exercised................................... (5,869.5) 18.24
Forfeited................................... (1,956.0) 34.42
--------
Outstanding as of September 30, 2006........ 22,794.0 $29.02
========
Exercisable on September 30, 2006........... 12,609.7 $32.14
========
(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.
The following table summarizes information relating to awards of restricted
shares, as well as changes to such awards during fiscal 2006:
WEIGHTED AVERAGE
NUMBER OF GRANT DATE FAIR
SHARES VALUE
--------- ----------------
Outstanding as of October 1, 2005............ 133.8 $26.43
Granted(1)................................... 747.4 31.96
Vested....................................... (94.9) 26.43
Forfeited.................................... (6.0) 32.12
----- ------
Outstanding as of September 30, 2006......... 780.3 $31.68
===== ======
(1) Includes 156.8 restricted shares assumed in connection with the Company's
acquisition of Cramer at weighted average grant date fair value of $40.7
per share.
The total intrinsic value of options exercised and the value of restricted
shares vested during fiscal 2006 was $92,583 and $2,777, respectively. The
aggregate intrinsic value of outstanding and exercisable stock options as of
September 30, 2006 was $290,758 and $143,677, respectively.
As of September 30, 2006, there was $63,545 of unrecognized compensation
expense related to nonvested stock options and nonvested restricted stock
awards. The Company recognizes compensation costs using the graded vesting
attribution method which results in a weighted average period of approximately
one year over which the unrecognized compensation expense is expected to be
recognized.
F-36
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
The following table summarizes information about stock options outstanding
as of September 30, 2006:
OUTSTANDING
- ------------------------------------------------------------------------------ EXERCISABLE
WEIGHTED AVERAGE ----------------------------
REMAINING WEIGHTED WEIGHTED
EXERCISE NUMBER CONTRACTUAL AVERAGE NUMBER AVERAGE
PRICE OUTSTANDING LIFE (IN YEARS) EXERCISE PRICE EXERCISABLE EXERCISE PRICE
- -------- ----------- ---------------- -------------- ----------- --------------
$0.38 - 4.76................. 334.6 5.25 $ 2.51 166.7 $ 1.99
6.40 - 18.60................. 3,431.1 5.94 10.99 2,090.8 10.74
19.78 - 22.75................ 3,630.1 7.68 22.02 946.7 21.99
23.43 - 26.68................ 3,013.7 6.41 25.21 1,453.6 24.31
27.30 - 29.91................ 2,577.3 8.29 27.95 623.3 28.45
31.01 - 32.15................ 4,001.4 6.29 31.30 2,961.9 31.01
32.95 - 40.80................ 2,543.8 7.27 35.79 1,104.7 34.43
43.05 - 65.01................ 2,899.9 4.19 52.87 2,899.9 52.87
66.50 - 78.31................ 362.1 3.81 70.15 362.1 70.15
The fair value of options granted was estimated on the date of grant using
the Black-Scholes pricing model with the assumptions noted in the following
table (all in weighted averages for options granted during the year):
YEAR ENDED SEPTEMBER 30,
------------------------
2006 2005 2004
------ ------ ------
Risk-free interest rate(1).................... 4.56% 3.42% 3.12%
Expected life of stock options(2)............. 4.37 4.47 4.49
Expected volatility(3)........................ 34.9% 63.0% 68.7%
Expected dividend yield(4).................... None None None
Fair value per option(5)...................... $13.36 $12.75 $12.62
(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 2006 is based on blended volatility. For
fiscal years 2005 and 2004, expected volatility is based on the Company's
historical stock price.
(4) Expected dividend yield is based on the Company's history and future
expectation of dividend payouts.
(5) Fiscal 2006 includes fair value of options assumed in connection with the
Company's acquisitions of Qpass and Cramer (see note 3). Fiscal 2006 fair
value excluding Qpass and Cramer assumed options is $11.34.
F-37
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
The following table sets forth the pro forma effect of applying SFAS No.
123 on net income and earnings per share for the presented periods:
YEAR ENDED
SEPTEMBER 30,
-------------------
2005 2004
-------- --------
Net income as reported........................... $288,636 $234,860
Add: Equity-based compensation expense included
in net income, net of related tax effects...... 632 453
Less: Total equity-based compensation expense
determined under fair value method for all
awards, net of related tax effects............. (35,666) (35,989)
-------- --------
Pro forma net income............................. $253,602 $199,324
======== ========
Basic earnings per share:
As reported.................................... $ 1.44 $ 1.13
======== ========
Pro forma...................................... $ 1.26 $ 0.95
======== ========
Diluted earnings per share:
As reported.................................... $ 1.35 $ 1.08
======== ========
Pro forma...................................... $ 1.19 $ 0.92
======== ========
NOTE 18 -- EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
YEAR ENDED SEPTEMBER 30,
------------------------------
2006 2005 2004
-------- -------- --------
Numerator:
Numerator for basic earnings per
share............................... $318,636 $288,636 $234,860
Effect of assumed conversion of 0.50%
convertible notes................... 3,948 3,939 2,296
-------- -------- --------
Numerator for diluted earnings per
share.................................. $322,584 $292,575 $237,156
======== ======== ========
Denominator:
Denominator for basic earnings per
share -- weighted average number of
shares outstanding.................. 203,194 201,023 208,726
Restricted stock....................... 141 25 --
Effect of assumed conversion of 0.50%
convertible notes................... 10,436 10,436 6,088
Effect of dilutive stock options
granted............................. 4,763 5,678 5,471
-------- -------- --------
Denominator for dilutive earnings per
share -- adjusted weighted average
shares and assumed conversions...... 218,534 217,162 220,285
======== ======== ========
Basic earnings per share................. $ 1.57 $ 1.44 $ 1.13
======== ======== ========
Diluted earnings per share............... $ 1.48 $ 1.35 $ 1.08
======== ======== ========
F-38
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
The effect of the 0.50% Notes issued by the Company in March 2004 on
diluted earnings per share was included in the above calculation (See Note 2).
The weighted average effect of the repurchase of Ordinary Shares by the
Company has been included in the calculation of basic earnings per share.
NOTE 19 -- SEGMENT INFORMATION AND SALES TO SIGNIFICANT CUSTOMERS
The Company and its subsidiaries operate in one operating segment,
providing business and operations support systems and related services primarily
for the communications industry.
GEOGRAPHIC INFORMATION
The following is a summary of revenue and long-lived assets by geographic
area. Revenue is attributed to geographic region based on the location of the
customers.
YEAR ENDED SEPTEMBER 30,
------------------------------------
2006 2005 2004
---------- ---------- ----------
REVENUE
United States......................... $1,319,261 $ 985,811 $ 824,931
Canada................................ 406,941 404,212 333,898
Europe................................ 539,784 488,193 480,177
Rest of the world..................... 214,064 160,405 134,726
---------- ---------- ----------
Total................................. $2,480,050 $2,038,621 $1,773,732
========== ========== ==========
AS OF SEPTEMBER 30,
------------------------------------
2006 2005 2004
---------- ---------- ----------
LONG-LIVED ASSETS
United States(1)...................... $ 889,879 $ 588,448 $ 340,090
Canada(2)............................. 637,328 655,014 668,806
Europe(3)............................. 447,106 18,187 18,979
Rest of the world..................... 145,450 133,774 79,838
---------- ---------- ----------
Total................................. $2,119,763 $1,395,423 $1,107,713
========== ========== ==========
(1) Primarily goodwill, intangible assets and computer software and hardware.
(2) Primarily goodwill.
(3) Primarily goodwill and intangible assets as of September 30, 2006.
REVENUE AND CUSTOMER INFORMATION
Integrated Customer Management Enabling Systems, or ICM Enabling Systems
includes the following offerings: revenue management (including billing,
mediation and partner settlement), customer management (including ordering,
customer relationship management, or CRM and self-service), service and resource
management (including fulfillment, activation, inventory management, network
planning and customer assurance) and digital commerce management (including
content revenue management). Directory includes
F-39
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
directory sales and publishing systems for publishers of both traditional
printed yellow pages and white pages directories and electronic Internet
directories.
YEAR ENDED SEPTEMBER 30,
------------------------------------
2006 2005 2004
---------- ---------- ----------
ICM Enabling Systems.................. $2,201,245 $1,776,536 $1,536,993
Directory............................. 278,805 262,085 236,739
---------- ---------- ----------
Total................................. $2,480,050 $2,038,621 $1,773,732
========== ========== ==========
SALES TO SIGNIFICANT CUSTOMERS
The following table summarizes the percentage of sales to significant
customers groups (when they exceed 10 percent of total revenue for the year).
YEAR ENDED SEPTEMBER 30,
------------------------
2006 2005(1) 2004(1)
---- ------- -------
Customer 1...................................... 14% 17% 18%
Customer 2...................................... 13 15 17
Customer 3...................................... 11 10 (*)
Customer 4...................................... 10 (*) (*)
(*) Less than 10 percent of total revenue.
(1) The percentage of sales to significant customers groups for fiscal years
2005 and 2004 were restated to reflect customer consolidation.
NOTE 20 -- OPERATIONAL EFFICIENCY AND COST REDUCTION PROGRAMS
In accordance with SFAS No. 112 "Employers' Accounting for Post Employment
Benefits" (SFAS 112) and SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities" (SFAS 146), the Company recognized a total of $0,
$8,135 and $0 in restructuring charges in fiscal 2006, 2005 and 2004,
respectively.
F-40
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
The following describes restructuring actions the Company has initiated in
fiscal 2005:
In the fourth quarter of fiscal 2005, the Company commenced a series of
measures designed to align its operational structure to its expected future
growth, to allow better integration following the acquisitions of DST Innovis
and Longshine, and to improve efficiency. As part of this plan, the Company
recorded a charge of $8,135 in connection with the termination of employment of
software and information technology specialists and administrative
professionals. Approximately $7,238 of the total charge had been paid in cash as
of September 30, 2006. The remaining separation costs are expected to be paid
out during fiscal 2007.
EMPLOYEE
SEPARATION
COSTS
----------
Balance as of October 1, 2004............................ $ --
Charges.................................................. 8,135
Cash payments............................................ (1,133)
-------
Balance as of September 30, 2005......................... 7,002
Cash payments............................................ (6,105)
Adjustments(1)........................................... (651)
-------
Balance as of September 30, 2006......................... $ 246
=======
(1) Reflects adjustments due to changes in previous estimates, which were
recorded in cost of service expenses, and differences in foreign exchange
rates from balances paid in currencies other than the U.S. dollar, which
were recorded in interest income and other, net.
NOTE 21 -- FINANCIAL INSTRUMENTS
The Company enters into forward contracts and options to purchase and sell
foreign currencies to reduce the exposure associated with revenue denominated in
a foreign currency and exposure associated with anticipated expenses (primarily
personnel costs), in non-U.S. dollar-based currencies and designates these for
accounting purposes as cash flow hedges. The Company also may enter into forward
contracts to sell foreign currency in order to hedge its exposure associated
with some firm commitments from customers in non-U.S. dollar-based currencies
and designates these for accounting purposes as fair value hedges. As of
September 30, 2006 and 2005, the Company had no outstanding fair value hedges.
The derivative financial instruments are afforded hedge accounting because they
are effective in managing foreign exchange risks and are appropriately assigned
to the underlying exposures. The Company does not engage in currency
speculation. The Company currently enters into forward exchange contracts
exclusively with major financial institutions. Forward contracts, which are not
designated as hedging instruments under SFAS No. 133, are used to offset the
effect of exchange rates on certain assets and liabilities. The Company
currently hedges its exposure to the variability in future cash flows for a
maximum period of two years.
The hedges are evaluated for effectiveness at least quarterly. As the
critical terms of the forward contract or options and the hedged transaction are
matched at inception, the hedge effectiveness is assessed generally based on
changes in the fair value for cash flow hedges as compared to the changes in the
fair value of the cash flows associated with the underlying hedged transactions.
The effective portion of the change in the fair value of forward exchange
contracts or options, which are classified as cash flow hedges, is recorded as
comprehensive income until the underlying transaction is recognized in earnings.
Any residual change in fair value of the forward contracts, such as time value,
excluded from effectiveness testing for hedges of estimated receipts from
customers, is recognized immediately in "interest income and other, net." Hedge
ineffectiveness, if any, is also included in current period in earnings in
"interest income and other, net."
F-41
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
The Company discontinues hedge accounting for a forward contract or options
when (1) it is determined that the derivative is no longer effective in
offsetting changes in the fair value of cash flows of hedged item; (2) the
derivative matures or is terminated; (3) it is determined that the forecasted
hedged transaction will no longer occur; (4) a hedged firm commitment no longer
meets the definition of a firm commitment; or (5) management decides to remove
the designation of the derivative as a hedging instrument.
When hedge accounting is discontinued, and if the derivative remains
outstanding, the Company will record the derivative at its fair value on the
consolidated balance sheet, recognizing changes in the fair value in current
period earnings in "interest income and other, net." When the Company
discontinues hedge accounting because it is no longer probable that the
forecasted transaction will occur, the gains and losses that were accumulated in
other comprehensive income will be recognized immediately in earnings in
"interest income and other, net."
The fair value of the open contracts recorded by the Company in its
consolidated balance sheets as an asset or a liability is as follows:
AS OF SEPTEMBER
30,
------------------
2006 2005
------- --------
Prepaid expenses and other current assets............... $ 7,792 $ 369
Other noncurrent assets................................. 9 46
Accrued expenses and other current liabilities.......... (4,165) (10,755)
Noncurrent liabilities and other........................ -- (2,361)
------- --------
Net fair value.......................................... $ 3,636 $(12,701)
======= ========
A significant portion of the forward contracts and options outstanding as
of September 30, 2006 are expected to mature within the next year.
During fiscal years 2006, 2005 and 2004, the gains or losses recognized in
earnings for hedge ineffectiveness, excluding the time value portion excluded
from effectiveness testing, were not material. During fiscal years 2006, 2005
and 2004, the Company did not recognize any losses for a hedged firm commitment
that no longer qualified as a fair value hedge. During fiscal years 2006, 2005
and 2004, the Company recognized losses of $0, $265 and $1,189, respectively,
resulting from hedged forecasted cash flows that no longer qualified as cash
flow hedges. All of the above gains or losses are included in "interest income
and other, net."
Derivatives gains and losses, that are included in other comprehensive
income, are reclassified into earnings at the time the forecasted revenue or
expenses are recognized. The Company estimates that a $2,834 net gain related to
forward contracts and options that are included in other comprehensive income as
of September 30, 2006 will be reclassified into earnings within the next twelve
months. The amount ultimately realized in earnings will likely differ due to
future changes in foreign exchange rates.
F-42
AMDOCS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 22 -- SELECTED QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following are details of the unaudited quarterly results of operations
for the three months ended:
SEPTEMBER 30, JUNE 30, MARCH 31, DECEMBER 31,
------------- -------- --------- ------------
2006
Revenue................................. $665,445 $626,448 $601,129 $587,028
Operating income........................ 76,194 84,470 88,789 82,679
Net income.............................. 75,955 85,585 81,762 75,334
Basic earnings per share................ 0.37 0.42 0.40 0.38
Diluted earnings per share.............. 0.35 0.39 0.38 0.36
2005
Revenue................................. $573,318 $507,355 $488,416 $469,532
Operating income........................ 77,396 92,062 87,193 81,841
Net income.............................. 67,799 77,097 74,297 69,443
Basic earnings per share................ 0.34 0.38 0.37 0.34
Diluted earnings per share.............. 0.32 0.36 0.34 0.32
F-43
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
VALUATION ALLOWANCES
ON NET
ACCOUNTS RECEIVABLE DEFERRED TAX
ALLOWANCES ASSETS
------------------- --------------------
Balance as of October 1, 2003................ $ 18,018 $ --
Additions:
Charged to costs and expenses.............. -- 8,076 (1)
Charged to revenue......................... 2,881 --
Charged to other accounts.................. 4,176 3,348
Deductions................................... (12,904) --
-------- -------
Balance as of September 30, 2004............. 12,171 11,424
Additions:
Charged to costs and expenses.............. 571 2,878 (2)
Charged to revenue......................... 426 --
Charged to other accounts.................. 2,580 (3) --
Deductions................................... (8,840) --
-------- -------
Balance as of September 30, 2005............. 6,908 14,302
Charged to costs and expenses.............. 1,592 3,640 (4)
Charged to revenue......................... 1,448 --
Charged to other accounts.................. 4,406 (5) 11,393 (6)
Deductions................................... (2,279) --
-------- -------
Balance as of September 30, 2006............. $ 12,075 $29,335
======== =======
(1) Valuation allowances on deferred tax assets incurred during fiscal 2004.
(2) Valuation allowances on deferred tax assets incurred during fiscal 2005.
(3) Includes accounts receivable allowance of $2,580 acquired as part of the
acquisitions of DST Innovis and Longshine.
(4) Valuation allowances on deferred tax assets incurred during fiscal 2006.
(5) Includes accounts receivable allowance of $4,406 acquired primarily as
part of the acquisition of Cramer.
(6) Includes valuation allowances on deferred tax assets incurred in
connection with the Cramer and Qpass acquisitions.
F-44
EXHIBIT 12.1
CERTIFICATIONS
I, Dov Baharav, certify that:
1. I have reviewed this annual report on Form 20-F of Amdocs Limited;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the company as of,
and for, the periods presented in this report;
4. The company's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d) Disclosed in this report any change in the company's internal control
over financial reporting that occurred during the period covered by the annual
report that has materially affected, or is reasonably likely to materially
affect, the company's internal control over financial reporting; and
5. The company's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
company's auditors and the audit committee of the company's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the company's ability to record, process, summarize
and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the company's internal control over
financial reporting.
Date: February 14, 2007
/s/ Dov Baharav
- ----------------------------------------
Chief Executive Officer
Amdocs Management Limited
EXHIBIT 12.2
CERTIFICATIONS
I, Ron Moskovitz, certify that:
1. I have reviewed this annual report on Form 20-F of Amdocs Limited;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the company as of,
and for, the periods presented in this report;
4. The company's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d) Disclosed in this report any change in the company's internal control
over financial reporting that occurred during the period covered by the annual
report that has materially affected, or is reasonably likely to materially
affect, the company's internal control over financial reporting; and
5. The company's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
company's auditors and the audit committee of the company's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the company's ability to record, process, summarize
and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the company's internal control over
financial reporting.
Date: February 14, 2007
/s/ Ron Moskovitz
- ----------------------------------------
Chief Financial Officer
Amdocs Management Limited
EXHIBIT 13.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 20-F of Amdocs Limited (the
"Company") for the period ended September 30, 2006 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), the undersigned, Dov
Baharav, Chief Executive Officer of the Company, hereby certifies, pursuant to
18 U.S.C. Section 1350, that to the best of his knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated: February 14, 2007
/s/ Dov Baharav
- ----------------------------------------
Chief Executive Officer
Amdocs Management Limited
EXHIBIT 13.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 20-F of Amdocs Limited (the
"Company") for the period ended September 30, 2006 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), the undersigned, Ron
Moskovitz, Chief Financial Officer of the Company, hereby certifies, pursuant to
18 U.S.C. Section 1350, that to the best of his knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated: February 14, 2007
/s/ Ron Moskovitz
- ----------------------------------------
Chief Financial Officer
Amdocs Management Limited
EXHIBIT 14.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration
Statements:
COMMISSION FILE NO.
Form S-8, No. 333-91847
Form S-8, No. 333-92705
Form S-8, No. 333-31506
Form S-8, No. 333-34104
Form S-8, No. 333-58454
Form S-8, No. 333-114077
Form S-8, No. 333-132968
Form S-8, No. 333-135320
Form S-8, No. 333-137617
Form S-8, No. 333-139310
Form F-3 (and related Prospectus), No. 333-39278
Form F-3 (and related Prospectus), No. 333-44994
Form F-3 (and related Prospectus), No. 333-57036
Form F-3 (and related Prospectus), No. 333-67572
Form F-3 (and related Prospectus), No. 333-114079
Form F-3 (and related Prospectus), No. 333-114344
of our reports dated November 30, 2006, with respect to the consolidated
financial statements and financial statement schedule of Amdocs Limited, Amdocs
Limited management's assessment of the effectiveness of internal control over
financial reporting, and the effectiveness of internal control over financial
reporting of Amdocs Limited, included in this Amendment No. 1 to Form 20-F
(Annual Report) for the year ended September 30, 2006.
/s/ ERNST & YOUNG LLP
New York, New York
February 14, 2007
