11-K 1 a11-kdoc.htm 11-K Doc


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 11-K
 
(Mark One)
ý
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 0-27058
 
PAREXEL International Corporation 401(k) Retirement Savings Plan
(Full Title of the Plan)
PAREXEL International Corporation
195 West Street
Waltham, MA 02451
(Name of Issuer of the Securities Held Pursuant to the
Plan and the Address of its Principal Executive Offices)


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Audited Financial Statements and Supplemental Schedule
Year Ended December 31, 2011
Contents
 
 
 
Report of Independent Registered Public Accounting Firm
 
 
Audited Financial Statements
 
 
 
Statements of Net Assets Available for Benefits
 
 
Statement of Changes in Net Assets Available for Benefits
 
 
Notes to Financial Statements
 
 
Supplemental Schedule
 
 
 
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)


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Report of Independent Registered Public Accounting Firm

The Plan Administrator and Participants
PAREXEL International Corporation 401(k) Retirement Savings Plan

We have audited the accompanying statements of net assets available for benefits of PAREXEL International Corporation 401(k) Retirement Savings Plan as of December 31, 2011 and December 31, 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements 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. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2011 and December 31, 2010, and the changes in its net assets available for benefits for the year ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2011 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information is the responsibility of the Plan’s management. The information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
 
 
 
 
/s/ Ernst & Young LLP
Boston, Massachusetts
June 19, 2012


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 PAREXEL International Corporation 401(k) Retirement Savings Plan
Statement of Net Assets Available for Benefits

 
 
December 31, 2011
 
December 31, 2010
Assets
 
 
 
 
Investments, at fair value:
 
$
145,120,781

 
$
137,647,032

Receivables:
 
 
 
 
Notes receivable from participants
 
2,157,117

 
1,802,378

Participants’ contributions
 
491,080

 
410,308

Employer contributions
 
151,176

 
122,217

Total receivables
 
2,799,373

 
2,334,903

Net assets available for benefits
 
$
147,920,154

 
$
139,981,935


See accompanying notes.

2



PAREXEL International Corporation 401(k) Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits

 
 
 
Year Ended
 
 
December 31, 2011
Additions
 
 
Contributions:
 
 
Participants
 
$
16,443,241

Employer
 
4,652,875

Rollovers
 
2,345,198

Total contributions
 
23,441,314

Interest income on notes receivable from participants
 
89,661

Investment income (loss):
 
 
Dividends and interest income
 
3,283,854

Net depreciation in fair value of investments
 
(8,352,140
)
Net investment loss
 
(5,068,286
)
Total additions
 
18,462,689

Deductions
 
 
Benefit payments
 
10,494,787

Administrative expenses
 
29,683

Total deductions
 
10,524,470

Net increase
 
7,938,219

Net assets available for benefits at beginning of year
 
139,981,935

Net assets available for benefits at end of year
 
$
147,920,154

See accompanying notes.


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PAREXEL International Corporation 401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 2011


1. Description of the Plan
The following description of the PAREXEL International Corporation (the Company or Plan Sponsor) 401(k) Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan Document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution 401(k) profit sharing plan established effective January 1, 1988. It is subject to the provisions of the Internal Revenue Code of 1986 (the Code), as amended, and the Employee Retirement Income Security Act of 1974 (ERISA).
The Plan covers all full-time, part-time, and temporary employees of the Company who are age 21 years or older.
Contributions
Participants may contribute up to 60% of their annual compensation, as defined and including 100% of cash bonuses, subject to Internal Revenue Service (IRS) limitations. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans.
The Company matches an amount equal to 100% of the first 3% of compensation contributed by each participant, not to exceed $3,000 per participant per annum. In addition, the Company may make a discretionary contribution to be allocated to eligible participants in the ratio that each eligible participant’s compensation bears to the total compensation paid to all eligible participants for the Plan year. During the Plan year ended December 31, 2011, no discretionary contribution was made to the Plan by the Company.
The Plan includes the automatic enrollment of contributions whereby an eligible employee’s compensation would be reduced and automatic enrollment contributions made on his/her behalf unless an affirmative election not to do so was made.
Participant Accounts
Participant accounts are maintained by an independent record keeper, Fidelity Retirement Investment Services. Each participant’s account is credited with the participant’s contributions, Company matching contributions, an allocation of Plan earnings (losses) based upon investment elections, and is charged with an allocation of administrative expenses, as applicable. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
Vesting
Participants are immediately vested in their voluntary contributions, plus actual earnings thereon. Vesting in Company contributions and earnings thereon is based on years of continuous service. Each participant vests in 20% increments for each of the first five years of credited service, as defined.
Forfeitures
Forfeitures of terminated participants’ non-vested accounts can be used to reduce future Company contributions to the Plan, and pay for the Plan’s administrative expenses. During the year ended December 31, 2011, forfeitures used to offset Company contributions amounted to $718,120, and $4,025 was used to pay administrative expenses. At December 31, 2011 and December 31, 2010, forfeited non-vested amounts available to offset future Company contributions amounted to $167,937 and $189,853, respectively.
Notes Receivable from Participants
A participant may borrow from his or her account a minimum of $1,000, not to exceed the lesser of $50,000 or 50% of his or her vested account balance. Loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local market rates for similar loans. Loans must be repaid within five years, unless the loan is for the purchase of a primary residence, in which case it is repayable in ten years. Principal and interest are paid ratably through payroll deductions.
Benefits
A participant’s account is payable in a lump-sum amount equal to the vested value of his or her account upon termination of service, retirement or early retirement, if elected, death, permanent or total disability, or age 59 1/2. In-service withdrawals may

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be made in the event of a financial hardship, as defined by the Plan, but will result in the suspension of all contributions for six months. Hardship withdrawals are strictly regulated by the Internal Revenue Service (IRS) and a participant must exhaust all available loan options and available distributions prior to requesting a hardship withdrawal.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of a Plan termination, participants will become 100% vested in their accounts.

2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
Investment Valuation and Income Recognition
Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Investments in mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. The Company stock is valued based upon quoted market prices.
Security transactions are accounted for on a trade-date basis, and realized gains and losses on investments are calculated as the difference between the cost of the investment shares sold and the market value of the shares sold. The net depreciation in the fair value of investments reported in the statement of changes in net assets available for benefits includes realized and unrealized gains and losses on investments. Investment income is recorded on the accrual basis. Dividends are recorded as of the ex-dividend date.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2011 or 2010. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.
Use of Estimates
The preparation of financial statements in conformity with accepted accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Expenses
All Plan expenses are paid by the Company, except those relating to record keeping fees on participant loans, which are allocated to the individual participants’ accounts.
New Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-04, Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs, (ASU 2011-04). ASU 2011-04 amended Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, to converge the fair value measurement guidance in GAAP and International Financial Reporting Standards (IFRSs). Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. In addition, ASU 2011-04 requires additional fair value disclosures. The amendments are to be applied prospectively and are effective for annual periods beginning after December 15, 2011. Plan management is currently evaluating the effect that the provisions of ASU 2011-04 will have on the Plan’s financial statements.



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3. Investments
The Plan’s investments (including investments bought, sold, and held during the year) depreciated in value as follows:
 
 
 
Year Ended
 
 
December 31, 2011
Mutual funds
 
$
(8,300,118
)
PAREXEL International Corporation Common Stock
 
(52,022
)
Net depreciation in fair value of investments
 
$
(8,352,140
)
The following table lists the investments that accounted for greater than 5% of the net assets available for benefits:
 
 
 
December 31, 2011
 
December 31, 2010
Fidelity Contrafund K
 
$
26,056,426

 
$
26,453,216

Fidelity Diversified International Fund
 
$
11,855,942

 
$
14,160,401

Fidelity Magellan Fund
 
$
9,623,688

 
$
10,877,899

Fidelity Retirement Money Market Portfolio
 
$
8,071,584

 
$
6,794,342

Fidelity Intermediate Bond Fund
 
*

 
$
6,638,621

Fidelity Fund
 
*

 
$
6,601,351

* Investment less than 5% of net assets
 
 
 
 

4. Fair Value Measurements
The Plan applies the provisions of ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan establishes a three level hierarchy to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.
Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:
quoted prices for similar assets and liabilities in active markets
quoted prices for identical or similar assets or liabilities in markets that are not active
observable inputs other than quoted prices that are used in the valuation of the asset or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals)
inputs that are derived principally from or corroborated by observable market data by correlation or other means
Level 3 – Unobservable inputs for the assets or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

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The following table sets forth by level, within the fair value hierarchy, the Plan’s investments carried at fair value as of December 31, 2011:
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Mutual Funds
 
 
 
 
 
 
 
 
Stock Funds
 
$
116,479,719

 
$

 
$

 
$
116,479,719

Bond Funds
 
12,163,937

 

 

 
12,163,937

Short Term
 
8,072,326

 

 

 
8,072,326

Blended Funds
 
6,014,293

 

 

 
6,014,293

Total Mutual Funds
 
$
142,730,275

 
$

 
$

 
$
142,730,275

PAREXEL International Corporation Common Stock
 
2,390,506

 

 

 
2,390,506

Total
 
$
145,120,781

 
$

 
$

 
$
145,120,781

The following table sets forth by level, within the fair value hierarchy, the Plan’s investments carried at fair value as of December 31, 2010:
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Mutual Funds
 
 
 
 
 
 
 
 
Stock Funds
 
$
111,991,528

 
$

 
$

 
$
111,991,528

Bond Funds
 
10,763,270

 

 

 
10,763,270

Short Term
 
6,795,131

 

 

 
6,795,131

Blended Funds
 
5,737,723

 

 

 
5,737,723

Total Mutual Funds
 
$
135,287,652

 
$

 
$

 
$
135,287,652

PAREXEL International Corporation Common Stock
 
2,359,380

 

 

 
2,359,380

Total
 
$
137,647,032

 
$

 
$

 
$
137,647,032

Mutual funds are valued at the net asset value of shares held by the Plan based on quoted prices in the active market; PAREXEL International Corporation Common Stock is valued at the closing market price on the Nasdaq on December 31, 2011 and December 31, 2010, respectively. During the twelve months ended December 31, 2011 and December 31, 2010, there were no transfers between Level 1, Level 2, or Level 3, respectively.

5. Transactions and Agreements with Parties-in-Interest
The Plan holds shares of mutual funds managed by Fidelity, the trustee of the Plan. The Plan also holds shares of the common stock of the Company. These holdings qualify as party-in-interest transactions; however, they are exempt from the prohibited transactions rules under ERISA. The Plan received no common stock dividends from the Company for 2011.

6. Risks and Uncertainties
The Plan and its participants invest in various investment securities. Investment securities are exposed to various risks such as interest rate, market, liquidity and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term, and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.


7



7. Income Tax Status

The underlying non-standardized prototype plan has received an opinion letter from the Internal Revenue Service (IRS) dated March 31, 2008 stating that the form of the plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is tax-exempt. In accordance with Revenue Procedures 2011-6 and 2011-49, the plan administrator has determined that it is eligible to and has chosen to rely on the current IRS prototype plan opinion letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The plan administrator has indicated that it will take the necessary steps, if any, to bring the Plan's operations into compliance with the Code.
Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2008.

8. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of the net assets available for plan benefits per the financial statements to the Form 5500 as of December 31, 2011 and December 31, 2010:
 
 
 
December 31, 2011
 
December 31, 2010
Net assets available for plan benefits per financial statements
 
$
147,920,154

 
$
139,981,935

Less: participants’ contributions receivable
 
491,080

 
410,308

Less: employer contributions receivable
 
151,176

 
122,217

Net assets available for plan benefits per Form 5500
 
$
147,277,898

 
$
139,449,410


The following is a reconciliation of the changes in net assets available for plan benefits per the financial statements to the Form 5500 as of December 31, 2011:
 
 
December 31, 2011
Net increase per financial statements
 
$
7,938,219

Less: participants' contributions receivable in 2011
 
491,080

Less: employer contributions receivable in 2011
 
151,176

Add: participants' contributions receivable in 2010
 
410,308

Add: employer contributions receivable in 2010
 
122,217

Net income per Form 5500
 
$
7,828,488



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Supplemental Schedule

PAREXEL International Corporation 401(k) Retirement Savings Plan
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN No. 04-2776269 Plan No. 001
December 31, 2011
Identity of Issuer, Borrower, Lessor, or Similar Party
 
Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value
 
Current Value
Mutual Funds:
 
 
 
 
Fidelity Contrafund K*
 
386,537 shares
 
$
26,056,426

Fidelity Diversified International Fund*
 
465,304 shares
 
11,855,942

Fidelity Magellan Fund*
 
152,805 shares
 
9,623,688

Fidelity Retirement Money Market Portfolio*
 
8,071,584 shares
 
8,071,584

Fidelity Intermediate Bond Fund*
 
648,579 shares
 
7,056,540

Fidelity Fund*
 
203,004 shares
 
6,323,575

Fidelity Freedom K 2035*
 
553,802 shares
 
6,939,140

Fidelity Freedom K 2030*
 
546,471 shares
 
6,852,750

Fidelity Freedom K 2040*
 
528,240 shares
 
6,639,983

Artisan Mid Cap Fund
 
198,167 shares
 
6,525,642

Fidelity Balanced Fund*
 
330,637 shares
 
6,014,293

Fidelity Freedom K 2020*
 
478,426 shares
 
5,946,831

Fidelity Freedom K 2025*
 
392,730 shares
 
4,885,565

Fidelity Small Cap Stock Fund*
 
252,898 shares
 
4,182,935

Fidelity Freedom K 2045*
 
314,774 shares
 
3,985,043

Fidelity Low-Priced Stock Fund*
 
91,548 shares
 
3,268,262

PIM Total RT Inst
 
280,267 shares
 
3,046,499

Fidelity Freedom K 2015*
 
216,431 shares
 
2,625,302

Oakmark Fund
 
51,894 shares
 
2,163,446

Fidelity Freedom K 2050*
 
166,479 shares
 
2,105,959

Spartan US Bond Index*
 
174,949 shares
 
2,060,898

Spartan 500 Index*
 
34,056 shares
 
1,515,172

Fidelity Freedom K 2010*
 
91,647 shares
 
1,108,933

Spartan International Index*
 
30,654 shares
 
911,957

Spartan Extended Market Index*
 
23,551 shares
 
835,110

Fidelity Freedom K Income*
 
68,107 shares
 
769,604

Fidelity Freedom K 2000*
 
47,146 shares
 
538,878

ALLNZ NFJ Div Val I
 
41,316 shares
 
473,072

Fidelity Freedom K 2005*
 
28,923 shares
 
346,504

Fidelity Cash Reserve Fund*
 
742 shares
 
742

PAREXEL International Corporation Common Stock*
 
115,261 shares
 
2,390,506

Participant Loans*
 
 4% to 10%
 
2,157,117

TOTAL ASSETS
 
 
 
$
147,277,898

*Indicates party-in-interest to the Plan.
Note: Cost information has not been included because all investments are participant directed.

9



Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the PAREXEL International Corporation 401(k) Retirement Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereto duly authorized.

Date:
June 19, 2012
 
PAREXEL International Corporation 401(k) Retirement Savings Plan
 
 
 
By:
/s/ Todd Cowgill
 
 
 
 
Todd Cowgill
 
 
 
 
Vice President, Compensation Benefits & HRIS


10



Index to Exhibits
Exhibit No.
 
23
Consent of Independent Registered Public Accounting Firm




11



Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-109317) pertaining to the PAREXEL International Corporation 401(k) Retirement Savings Plan of PAREXEL International Corporation of our report dated June 19, 2012, with respect to the financial statements and schedule of the PAREXEL International Corporation 401(k) Retirement Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2011.
 
/s/ Ernst & Young LLP
Boston, Massachusetts
June 19, 2012


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