UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

AMDOCS LIMITED

Suite 5, Tower Hill House Le Bordage
St. Peter Port, Island of Guernsey, GY1 3QT

Amdocs, Inc.
1390 Timberlake Manor Parkway, Chesterfield, Missouri 63017

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

FORM 20-F þ                     FORM 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.

YES o                    NO þ

 

 

     On July 21, 2010, Amdocs Limited (“Amdocs”) issued a press release announcing financial results for the quarter ended June 30, 2010. A copy of the press release is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

     The information in this Form 6-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		AMDOCS LIMITED
		/s/ Thomas G. O’Brien
		Thomas G. O’Brien
		Treasurer and Secretary
		Authorized U.S. Representative

Date: July 21, 2010

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION
99.1		Amdocs Limited Press Release dated July 21, 2010.

Exhibit 99.1

PRESS RELEASE

Amdocs Limited Reports Quarterly Revenue of $753 Million, up 9.1% YoY
Repurchases $209 Million of Ordinary Shares in Third Fiscal Quarter

Key highlights:

	•		Third fiscal quarter revenue of $753 million, compared to the $750-$765 million guidance range. Foreign currency movements negatively impacted revenue by approximately $5 million subsequent to the issuance of guidance in April 2010
	•		Third quarter non-GAAP operating income of $138 million; non-GAAP operating margin of 18.3%; GAAP operating income of $105 million
	•		Third quarter diluted non-GAAP EPS of $0.58, excluding amortization of purchased intangible assets and other acquisition related costs, loss from divestiture of a subsidiary, and equity-based compensation expense, net of related tax effects, compared to the $0.55-$0.58 guidance range
	•		Diluted GAAP EPS of $0.45 for the third quarter, compared to the $0.41-$0.46 guidance range
	•		Free cash flow of $160 million for the third quarter
	•		Twelve-month backlog of $2.47 billion at the end of the third quarter, up $10 million from the end of the second quarter of 2010
	•		Fourth fiscal quarter of 2010 guidance: Expected revenue of approximately $755-$770 million and diluted non-GAAP EPS of $0.57-$0.60, excluding acquisition-related costs and approximately $0.04-$0.05 per share of equity-based compensation expense, net of related tax effects. Diluted GAAP EPS is expected to be approximately $0.44-$0.49
	•		Repurchased $209 million of ordinary shares during third quarter

St. Louis, MO – July 21, 2010 – Amdocs Limited (NYSE: DOX) today reported that for its third fiscal quarter of 2010 ended June 30, 2010, revenue was $753.2 million, up 1.2% sequentially from the second fiscal quarter of 2010 and up 9.1% as compared to last year’s

third fiscal quarter. Net income on a non-GAAP basis was $119.4 million, or $0.58 per diluted share, compared to non-GAAP net income of $108.6 million, or $0.53 per diluted share, in the third quarter of fiscal 2009. Non-GAAP net income excludes amortization of purchased intangible assets and other acquisition related costs, loss from divestiture of a subsidiary and equity-based compensation expense of $27.1 million, net of related tax effects, in the third quarter of fiscal 2010 and excludes such amortization, and equity-based compensation expense of $23.0 million, net of related tax effects, in the third quarter of fiscal 2009. The Company’s GAAP net income for the third quarter of fiscal 2010 was $92.3 million, or $0.45 per diluted share, compared to GAAP net income of $85.5 million, or $0.42 per diluted share, in the prior year’s third quarter.

“We are pleased with our third quarter results as they reflected solid market demand and a strong competitive win rate. We have gained traction in the marketplace with our CES 8 product portfolio and, in particular, our TurboCharging offering, driving customer preference for Amdocs solutions. We are also increasingly confident in Amdocs’ position in the emerging markets where service provider requirements for customer experience systems are becoming more sophisticated. In addition to new project activity, our managed services business continues to produce a very solid foundation of visibility and growth for the company, demonstrated again today by the extension of our relationships with our two largest directory customers, AT&T and Sensis,” said Dov Baharav, chief executive officer of Amdocs Management Limited.

Baharav concluded, “While we are encouraged with the level of activity in North America and the emerging markets, we are marginally more cautious on our European business given our third fiscal quarter results in Europe and relatively weaker spending trends in the region. As a result, our fourth quarter revenue outlook is for $755-$770 million which, at the lower end, is slightly below our previous expectation of 1-2% sequential growth. However, reflecting high confidence in our future performance, we repurchased $209 million of our ordinary shares during the third quarter and continue to maintain a very strong financial and strategic position to pursue the market opportunities ahead of us.”

Financial Discussion of Third Fiscal Quarter Results

Free cash flow was $160 million for the quarter, comprised of cash flow from operations of $179 million less approximately $19 million in net capital expenditures and other.

Twelve-month backlog, which includes anticipated revenue related to contracts, estimated revenue from managed services contracts, letters of intent, maintenance and estimated on-going support activities, was $2.47 billion at the end of the third quarter of fiscal 2010.

Financial Outlook

Amdocs expects that revenue for the fourth quarter of fiscal 2010 will be approximately $755-$770 million. Amdocs expects diluted earnings per share on a non-GAAP basis for the fourth quarter to be $0.57-$0.60, excluding acquisition-related costs and approximately $0.04-$0.05 per share of equity-based compensation expense, net of related tax effects. Amdocs estimates GAAP diluted earnings per share for the fourth quarter will be $0.44-$0.49.

Conference Call Details

Amdocs will host a conference call on July 21, 2010 at 5 p.m. Eastern Time to discuss the Company’s third quarter results. The call will be carried live on the Internet via the Amdocs website, www.amdocs.com.

Non-GAAP Financial Measures

This release includes non-GAAP diluted earnings per share and other non-GAAP financial measures, including free cash flow, non-GAAP cost of service, non-GAAP research and development, non-GAAP selling, general and administrative, non-GAAP operating income, non-GAAP operating margin, non-GAAP interest and other income (expense), net, non-GAAP income taxes and non-GAAP net income. These non-GAAP measures exclude the following items:

	•		amortization of purchased intangible assets and other acquisition related costs;
	•		in-process research and development write-off;
	•		restructuring charges;
	•		equity-based compensation expense;
	•		loss from divestiture of a subsidiary; and
	•		tax effects related to the above.

These non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. Amdocs believes that non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with Amdocs’ results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Amdocs’ results of operations in conjunction with the corresponding GAAP measures.

Amdocs believes that the presentation of non-GAAP diluted earnings per share and other financial measures, including free cash flow, non-GAAP cost of service, non-GAAP research and development, non-GAAP selling, general and administrative, non-GAAP operating income, non-GAAP operating margin, non-GAAP interest and other income (expense), net, non-GAAP income taxes and non-GAAP net income, when shown in conjunction with the corresponding GAAP measures, provides useful information to investors and management regarding financial and business trends relating to its financial condition and results of operations, as well as the net amount of cash generated by its business operations after taking into account capital spending required to maintain or expand the business.

For its internal budgeting process and in monitoring the results of the business, Amdocs’ management uses financial statements that do not include amortization of purchased intangible assets, in-process research and development write-off, restructuring charges, equity-based compensation expense, loss from divestiture of a subsidiary, and related tax effects. Amdocs’ management also uses the foregoing non-GAAP financial measures, in addition to the corresponding GAAP measures, in reviewing the financial results of Amdocs. In addition, Amdocs believes that significant groups of investors exclude these non-cash expenses in reviewing its results and those of its competitors, because the amounts of the expenses between companies can vary greatly depending on the assumptions used by an individual company in determining the amounts of the expenses.

Amdocs further believes that, where the adjustments used in calculating non-GAAP diluted earnings per share are based on specific, identified amounts that impact different line items in

the Consolidated Statements of Income (including cost of service, research and development, selling, general and administrative, operating income, interest and other income (expense), net, income taxes and net income), it is useful to investors to understand how these specific line items in the Consolidated Statements of Income are affected by these adjustments.

Please refer to the Reconciliation of Selected Financial Metrics from GAAP to Non-GAAP tables below.

About Amdocs

Amdocs is the market leader in customer experience systems innovation. The company combines business and operational support systems, service delivery platforms, proven services, and deep industry expertise to enable service providers and their customers to do more in the connected world. Amdocs’ offerings help service providers explore new business models, differentiate through personalized customer experiences, and streamline operations. A global company with revenue of $2.86 billion in fiscal 2009, Amdocs has over 18,000 employees and serves customers in more than 60 countries worldwide. For more information, visit Amdocs at www.amdocs.com.

This press release includes information that constitutes forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995, including statements about Amdocs growth and business results in future quarters. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be obtained or that any deviations will not be material. Such statements involve risks and uncertainties that may cause future results to differ from those anticipated. These risks include, but are not limited to, the effects of general economic conditions, Amdocs ability to grow in the business markets that it serves, Amdocs ability to successfully integrate acquired businesses, adverse effects of market competition, rapid technological shifts that may render the Company’s products and services obsolete, potential loss of a major customer, our ability to develop long-term relationships with our customers, and risks associated with operating businesses in the international market. Amdocs may elect to update these forward-looking statements at some point in the future; however, the Company specifically disclaims any obligation to do so. These and other risks are discussed at greater length in the Company’s filings with the

Securities and Exchange Commission, including in our Annual Report on Form 20-F for the fiscal year ended September 30, 2009 filed on December 7, 2009 and in our quarterly 6-Ks filed February 8, 2010 and May 13, 2010.

Contact:
Elizabeth W. Grausam
Vice President of Investor Relations
Amdocs
314-212-8328
E-mail: dox_info@amdocs.com

AMDOCS LIMITED

Consolidated Statements of Income
(in thousands, except per share data)

		Three months ended								Nine months ended
		June 30,								June 30,
		2010				2009				2010				2009
Revenue:
License		$	25,592			$	26,075			$	75,691			$	107,879
Service			727,657				664,190				2,146,338				2,047,309
			753,249				690,265				2,222,029				2,155,188
Operating expenses:
Cost of license			459				537				1,646				2,097
Cost of service			480,074				441,777				1,417,729				1,381,825
Research and development			52,253				51,134				153,549				160,113
Selling, general and administrative			93,446				81,732				277,054				256,305
Amortization of purchased intangible assets and other			21,748				21,839				64,506				63,594
Restructuring charges and in-process research and development			—				—				—				20,780
			647,980				597,019				1,914,484				1,884,714
Operating income			105,269				93,246				307,545				270,474
Interest and other income (expense), net			(3,768	)			2,514				(27,244	)			(1,014	)
Income before income taxes			101,501				95,760				280,301				269,460
Income taxes			9,236				10,212				31,133				29,035
Net income		$	92,265			$	85,548			$	249,168			$	240,425
Basic earnings per share		$	0.45			$	0.42	*		$	1.21			$	1.18	*
Diluted earnings per share		$	0.45			$	0.42	*		$	1.21			$	1.16	*
Basic weighted average number of shares outstanding			203,786				203,951	*			205,078				203,784	*
Diluted weighted average number of shares outstanding			205,471				204,252	*			206,606				209,322	*

AMDOCS LIMITED
Selected Financial Metrics
(in thousands, except per share data)

		Three months ended								Nine months ended
		June 30,								June 30,
		2010				2009				2010				2009
Revenue		$	753,249			$	690,265			$	2,222,029			$	2,155,188
Non-GAAP operating income			137,774				124,482				404,379				388,179
Non-GAAP net income			119,360				108,555				349,357				329,680
Non-GAAP diluted earnings per share		$	0.58			$	0.53	*		$	1.69			$	1.58	*
Diluted weighted average number of shares outstanding			205,471				204,252	*			206,606				209,322	*

AMDOCS LIMITED
Reconciliation of Selected Financial Metrics from GAAP to Non-GAAP
(in thousands)

		Three months ended
		June 30, 2010
						Reconciliation items
						Amortization
						of purchased
						intangible				Equity based				Loss from
						assets and				compensation				divestiture of a								Non-
		GAAP				other				expense				subsidiary				Tax effect				GAAP
Operating expenses:
Cost of license		$	459			$	—			$	—			$	—			$	—			$	459
Cost of service			480,074				—				(4,871	)			—				—				475,203
Research and development			52,253				—				(1,017	)			—				—				51,236
Selling, general and administrative			93,446				—				(4,869	)			—				—				88,577
Amortization of purchased intangible assets and other			21,748				(21,748	)			—				—				—				—
Total operating expenses			647,980				(21,748	)			(10,757	)			—				—				615,475
Operating income			105,269				21,748				10,757				—				—				137,774
Interest and other income (expense), net			(3,768	)			—				—				1,599				—				(2,169	)
Income taxes			9,236				—				—				—				7,009				16,245
Net income		$	92,265			$	21,748			$	10,757			$	1,599			$	(7,009	)		$	119,360

		Three months ended
		June 30, 2009
						Reconciliation items
						Amortization of				Equity based
						purchased intangible				compensation
		GAAP				assets				expense				Tax effect				Non-GAAP
Operating expenses:
Cost of license		$	537			$	—			$	—			$	—			$	537
Cost of service			441,777				—				(6,115	)			—				435,662
Research and development			51,134				—				(1,238	)			—				49,896
Selling, general and administrative			81,732				—				(2,044	)			—				79,688
Amortization of purchased intangible assets and other			21,839				(21,839	)			—				—				—
Total operating expenses			597,019				(21,839	)			(9,397	)			—				565,783
Operating income			93,246				21,839				9,397				—				124,482
Income taxes			10,212				—				—				8,229				18,441
Net income		$	85,548			$	21,839			$	9,397			$	(8,229	)			$108,555

AMDOCS LIMITED
Reconciliation of Selected Financial Metrics from GAAP to Non-GAAP
(in thousands)

		Nine months ended
		June 30, 2010
						Reconciliation items
						Amortization of
						purchased				Equity based				Loss from
						intangible assets				compensation				divestiture of a
		GAAP				and other				expense				subsidiary				Tax effect				Non-GAAP
Operating expenses:
Cost of license		$	1,646			$	—			$	—			$	—			$	—			$	1,646
Cost of service			1,417,729				—				(14,623	)			—				—				1,403,106
Research and development			153,549				—				(3,154	)			—				—				150,395
Selling, general and administrative			277,054				—				(14,551	)			—				—				262,503
Amortization of purchased intangible assets and other			64,506				(64,506	)			—				—				—				—
Total operating expenses			1,914,484				(64,506	)			(32,328	)			—				—				1,817,650
Operating income			307,545				64,506				32,328				—				—				404,379
Interest and other income (expense), net			(27,244	)			—				—				23,399				—				(3,845	)
Income taxes			31,133				—				—				—				20,044				51,177
Net income		$	249,168			$	64,506			$	32,328			$	23,399			$	(20,044	)		$	349,357

		Nine months ended
		June 30, 2009
						Reconciliation items
										Restructuring
						Amortization				charges and
						of purchased				in-process				Equity based
						intangible				research and				compensation
		GAAP				assets				development				expense				Tax effect				Non-GAAP
Operating expenses:
Cost of license		$	2,097			$	—			$	—			$	—			$	—			$	2,097
Cost of service			1,381,825				—				—				(16,776	)			—				1,365,049
Research and development			160,113				—				—				(3,277	)			—				156,836
Selling, general and administrative			256,305				—				—				(13,278	)			—				243,027
Amortization of purchased intangible assets and other			63,594				(63,594	)			—				—				—				—
Restructuring charges and in-process research and development			20,780				—				(20,780	)			—				—				—
Total operating expenses			1,884,714				(63,594	)			(20,780	)			(33,331	)			—				1,767,009
Operating income			270,474				63,594				20,780				33,331				—				388,179
Income taxes			29,035				—				—				—				28,450				57,485
Net income		$	240,425			$	63,594			$	20,780			$	33,331			$	(28,450	)		$	329,680

AMDOCS LIMITED
Condensed Consolidated Balance Sheets
(in thousands)

		As of
		June 30, 2010				September 30, 2009
ASSETS
Current assets
Cash, cash equivalents and short-term interest-bearing investments		$	1,289,939			$	1,173,041
Accounts receivable, net, including unbilled of $65,543 and $21,749, respectively			506,778				454,965
Deferred income taxes and taxes receivable			111,560				117,848
Prepaid expenses and other current assets			84,449				126,704
Total current assets			1,992,726				1,872,558
Equipment and leasehold improvements, net			246,728				279,659
Goodwill and other intangible assets, net			1,877,210				1,766,761
Other noncurrent assets			454,101				409,439
Total assets		$	4,570,765			$	4,328,417
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable, accruals and other		$	538,138			$	415,371
Deferred revenue			167,209				186,158
Deferred income taxes and taxes payable			19,378				9,338
Total current liabilities			724,725				610,867
Noncurrent liabilities and other			550,259				504,497
Shareholders’ equity			3,295,781				3,213,053
Total liabilities and shareholders’ equity		$	4,570,765			$	4,328,417

AMDOCS LIMITED
Consolidated Statements of Cash Flows
(in thousands)

		Nine months ended June 30,
		2010				2009
Cash Flow from Operating Activities:
Net income		$	249,168			$	240,425
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization			146,046				147,869
Loss from divestiture of a subsidiary			23,399				—
In-process research and development			—				5,640
Loss on sale of equipment			223				67
Equity-based compensation expense			32,328				33,331
Deferred income taxes			(14,431	)			13,097
Gain on repurchase of convertible notes			—				(2,185	)
Excess tax benefit from equity-based compensation			(103	)			(10	)
(Gain) loss from short-term interest-bearing investments			(581	)			5,821
Net changes in operating assets and liabilities, net of amounts acquired:
Accounts receivable			(60,923	)			63,843
Prepaid expenses and other current assets			33,181				6,875
Other noncurrent assets			(23,960	)			2,263
Accounts payable, accrued expenses and accrued personnel			112,705				(139,466	)
Deferred revenue			22,532				8,815
Income taxes payable			16,463				(12,638	)
Noncurrent liabilities and other			1,513				(38,268	)
Net cash provided by operating activities			537,560				335,479
Cash Flow from Investing Activities:
Payments for purchase of equipment and leasehold improvements, net			(59,504	)			(65,045	)
Proceeds from sale of short-term interest-bearing investments			1,070,065				601,844
Purchase of short-term interest-bearing investments			(1,239,792	)			(676,472	)
Net cash paid for acquisitions			(199,496	)			(61,890	)
Net cash received from divestiture of a subsidiary			20,336				—
Net cash used in investing activities			(408,391	)			(201,563	)
Cash Flow from Financing Activities:
Borrowing under long-term financing arrangements			—				450,000
Payments under long-term financing arrangements			—				(150,000	)
Redemption and repurchase of convertible notes			—				(446,795	)
Repurchase of shares			(208,643	)			(20,014	)
Payments under capital lease and short-term financing arrangements			(262	)			(3,092	)
Proceeds from employee stock options exercised			22,025				2,026
Excess tax benefit from equity-based compensation			103				10
Net cash used in financing activities			(186,777	)			(167,865	)
Net decrease in cash and cash equivalents			(57,608	)			(33,949	)
Cash and cash equivalents at beginning of period			728,762				718,850
Cash and cash equivalents at end of period		$	671,154			$	684,901

AMDOCS LIMITED
Supplementary Information
(in millions)

		Three months ended
		June 30,				March 31,				December 31,				September 30,				June 30,
		2010				2010				2009				2009				2009
North America		$	572.3			$	572.4			$	547.6			$	528.0			$	527.7
Europe			80.6				92.1				89.5				93.0				84.4
Rest of World			100.3				79.5				87.7				86.4				78.2
Total Revenue		$	753.2			$	744.0			$	724.8			$	707.4			$	690.3

		Three months ended
		June 30,				March 31,				December 31,				September 30,				June 30,
		2010				2010				2009				2009				2009
Customer Experience Systems		$	693.0			$	689.0			$	678.4			$	668.6			$	647.9
Directory			60.2				55.0				46.4				38.8				42.4
Total Revenue		$	753.2			$	744.0			$	724.8			$	707.4			$	690.3

		As of
		June 30,				March 31,				December 31,				September 30,				June 30,
		2010				2010				2009				2009				2009
12-Month Backlog		$	2,470			$	2,460			$	2,425			$	2,385			$	2,370